10-K
General Mills Inc (GIS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
☑
ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED
MAY 25, 2025
☐
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
0.125% Notes due 2025
GIS25A
New York Stock Exchange
0.450% Notes due 2026
GIS26
New York Stock Exchange
1.500% Notes due 2027
GIS27
New York Stock Exchange
3.907% Notes due 2029
GIS29
New York Stock Exchange
3.650% Notes due 2030
GIS30A
New York Stock Exchange
3.600% Notes due 2032
GIS32
New York Stock Exchange
3.850% Notes due 2034
GIS34
New York Stock Exchange
Securities registered pursuant to Section 12(g)
of the Act: None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes
☑
No
☐
Indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act. Yes
☐
No
☑
Indicate
by
check
mark
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 of Regulation
S-T during
the preceding 12
months (or for
such shorter period
that the registrant
was required
to
submit such files).
Yes
☑
No
☐
Indicate
by
check
mark
whether
the
registrant
is
a
large
accelerated
filer,
an
accelerated
filer,
a
non-accelerated
filer,
a
smaller
reporting
company,
or
an
emerging
growth
company.
See
the
definitions
of
“large
accelerated
filer,”
“accelerated
filer,”
“smaller
reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If
an
emerging
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 has
filed a report on
and attestation to its management’s
assessment of the effectiveness
of its
internal control
over financial
reporting under
Section 404(b)
of the
Sarbanes-Oxley Act
(15 U.S.C.
7262(b)) by
the registered
public accounting firm that prepared or issued its audit report.
☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check
mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously
issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based
compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant
to § 240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes
☐
No
☑
Aggregate
market value
of Common
Stock held
by non-affiliates
of the
registrant, based
on the
closing price
of $65.00
per share
as
reported on
the New
York
Stock Exchange
on November
24, 2024
(the last
business day
of the
registrant’s
most recently
completed
second fiscal quarter): $
35,891
million.
Number of shares of Common Stock outstanding as of June 9, 2025:
542,427,490
(excluding
212,185,838
shares held in the treasury).
DOCUMENTS INCORPORATED
BY REFERENCE
Portions of the registrant’s Proxy
Statement for its 2025 Annual Meeting of Shareholders are incorporated by reference
into Part III.
3
Table of Contents
Page
Part I
Item 1
Business
4
Item 1A
Risk Factors
8
Item 1B
Unresolved Staff Comments
13
Item 1C
Cybersecurity
13
Item 2
Properties
14
Item 3
Legal Proceedings
15
Item 4
Mine Safety Disclosures
15
Part II
Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
15
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
17
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
38
Item 8
Financial Statements and Supplementary Data
40
Item 9
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
89
Item 9A
Controls and Procedures
89
Item 9B
Other Information
90
Item 9C
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
90
Part III
Item 10
Directors, Executive Officers and Corporate Governance
90
Item 11
Executive Compensation
90
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
91
Item 13
Certain Relationships and Related Transactions, and Director Independence
91
Item 14
Principal Accountant Fees and Services
91
Part IV
Item 15
Exhibits and Financial Statement Schedules
91
Item 16
Form 10-K Summary
95
Signatures
96
4
PART
I
ITEM 1 - Business
COMPANY OVERVIEW
For more than
150 years, General
Mills has been
making food the
world loves.
We
are a leading
global manufacturer and
marketer of
branded consumer
foods with more
than 100 brands
in 100 countries
across six continents.
In addition to
our consolidated operations,
we
have
50
percent
interests
in
two
strategic
joint
ventures
that
manufacture
and
market
food
products
sold
in
approximately
130
countries worldwide.
We
manage and review the financial results of our
business under four operating segments: North America Retail; International;
North
America
Pet;
and
North
America
Foodservice.
See
Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations (MD&A) in Item 7 of this report for a description of our segments.
We
offer a variety of human and pet food
products that provide great taste, nutrition, convenience, and
value for consumers around the
world. Our business is focused on the following large, global
categories:
●
snacks, including grain, fruit and savory snacks, nutrition bars, and
frozen hot snacks;
●
ready-to-eat cereal;
●
convenient meals, including meal kits, ethnic meals, pizza, soup, side dish mixes,
frozen breakfast, and frozen entrees;
●
wholesome natural pet food;
●
refrigerated and frozen dough;
●
baking mixes and ingredients;
●
yogurt; and
●
super-premium ice cream.
Our Cereal Partners Worldwide
(CPW) joint venture with Nestlé
S.A. (Nestlé) competes in the
ready-to-eat cereal category in markets
outside North
America, and
our Häagen-Dazs
Japan, Inc.
(HDJ) joint
venture
competes in
the super-premium
ice cream
category
in
Japan. For net sales contributed
by each class of similar
products, please see Note 17
to the Consolidated Financial
Statements in Item
8 of this report.
The terms
“General Mills,”
“Company,”
“registrant,” “we,”
“us,” and
“our” mean
General Mills, Inc.
and all
subsidiaries included
in
the Consolidated Financial Statements in Item 8 of this report unless the context
indicates otherwise.
Certain terms used throughout this report are defined in a glossary in Item 8 of
this report.
Customers
Our
primary
customers
are
grocery
stores,
mass
merchandisers,
membership
stores,
natural
food
chains,
drug,
dollar
and
discount
chains, e-commerce
retailers, commercial
and noncommercial
foodservice distributors
and operators,
restaurants, convenience
stores,
and
pet
specialty
stores.
We
generally
sell
to
these
customers
through
our
direct
sales
force.
We
use
broker
and
distribution
arrangements for certain products and to serve certain types
of customers and certain markets. For further information
on our customer
credit
and
product
return practices,
please
refer
to Note
2
to the
Consolidated
Financial Statements
in
Item 8
of this
report.
During
fiscal 2025, Walmart
Inc. and its affiliates (Walmart)
accounted for 22 percent of our consolidated
net sales and 31 percent of net sales
of our
North America
Retail segment.
No other
customer accounted
for 10
percent or
more of
our consolidated
net sales.
For further
information on significant customers, please refer to Note 8 to the Consolidated
Financial Statements in Item 8 of this report.
Competition
The
human
and
pet
food
categories
are
highly
competitive,
with
numerous
manufacturers
of
varying
sizes in
the
United
States and
throughout the
world. The categories
in which
we participate
also are
very competitive.
Our principal
competitors in
these categories
are manufacturers, as
well as retailers with
their own branded
products. Competitors market
and sell their products
through brick-and-
mortar stores
and e-commerce.
All our
principal competitors
have substantial
financial, marketing,
and other
resources. Competition
in
our
product
categories
is
based
on
product
innovation,
product
quality,
price,
brand
recognition
and
loyalty,
effectiveness
of
marketing,
promotional
activity,
convenient
ordering
and
delivery
to
the consumer,
and the
ability
to
identify
and
satisfy
consumer
preferences.
Our
principal
strategies
for
competing
in
each
of
our
segments
include
unique
consumer
insights,
effective
customer
relationships, superior
product quality,
innovative advertising,
product promotion,
product innovation
aligned with consumers’
needs,
an efficient
supply chain, and
price. In most
product categories, we
compete not only
with other widely
advertised, branded
products,
but also
with regional
brands and
with generic
and private
label products
that are
generally sold
at lower
prices. Internationally,
we
compete with both multi-national and local manufacturers, and each
country includes a unique group of competitors.
5
Raw materials, ingredients, and packaging
The
principal
raw
materials
that
we
use
are
grains
(wheat,
oats,
and
corn),
dairy
products,
meat,
vegetable
oils,
sugar,
vegetables,
fruits,
nuts,
and
other
agricultural
products.
We
also
use
substantial
quantities
of
carton
board,
corrugated,
plastic,
and
metal
packaging
materials,
operating
supplies,
and
energy.
Most
of
these
inputs
for
our
domestic
and
Canadian
operations
are
purchased
from suppliers
in the
United States. In
our other
international operations,
inputs that
are not locally
available in
adequate supply
may
be imported
from other
countries. The
cost of
these inputs
may fluctuate
widely due
to external
conditions such
as weather,
climate
change,
product
scarcity,
limited
sources
of
supply,
commodity
market
fluctuations,
currency
fluctuations,
trade
tariffs,
pandemics,
war,
and
changes
in
governmental
agricultural
and
energy
policies
and
regulations.
We
believe
that
we
will
be
able
to
obtain
an
adequate supply
of needed
inputs. Occasionally
and where
possible, we
make advance
purchases of
items significant
to our
business
to ensure
continuity of
operations. Our
objective is
to procure
materials meeting
both our quality
standards and
our production
needs
at price levels
that allow a targeted
profit margin. Since
these inputs generally
represent the largest
variable cost in manufacturing
our
products, to the
extent possible, we
often manage the
risk associated with
adverse price movements
for some inputs
using a variety
of
risk
management
strategies.
We
also
have
a
grain
merchandising
operation
that
provides
us
efficient
access
to,
and
more
informed
knowledge of, various commodity
markets, principally wheat and oats.
This operation holds physical inventories
that are carried at net
realizable value and uses derivatives to manage its net inventory position and minimize
its market exposures.
TRADEMARKS AND PATENTS
Our
products
are
marketed
under
a
variety
of
valuable
trademarks.
Some
of
the
more
important
trademarks
used
in
our
global
operations
(set
forth
in
italics
in
this
report)
include
Annie’s
,
Betty
Crocker
,
Bisquick
,
Blue
Buffalo
,
Bugles
,
Cascadian
Farm
,
Cheerios
,
Chex
,
Cinnamon
Toast
Crunch
,
Cocoa Puffs
,
Cookie Crisp
,
Dunkaroos,
Edgard
& Cooper,
Fiber One
,
Fruit by
the Foot
,
Fruit
Gushers
,
Fruit
Roll-Ups
,
Gardetto’s
,
Gold
Medal
,
Golden
Grahams
,
Häagen-Dazs
,
Kitano
,
Kix
,
Lärabar
,
Latina
,
Lucky
Charms
,
Muir Glen
,
Nature
Valley
,
Nudges, Oatmeal
Crisp
,
Old El
Paso
,
Pillsbury
,
Progresso
,
Tastefuls
,
Tiki
Pets
,
Total
,
Totino’s
,
Trix
,
True
Chews,
True
Solutions,
Wanchai
Ferry
,
Wheaties
,
Wilderness
,
and
Yoki
.
We
protect
these
trademarks
as
appropriate
through registrations in the
United States and other jurisdictions.
Depending on the jurisdiction,
trademarks are generally valid
as long
as they are in use
or their registrations are properly
maintained and they have
not been found to have
become generic. Registrations of
trademarks can also generally be renewed indefinitely for
as long as the trademarks are in use.
Some
of
our
products
are
marketed
under
or
in
combination
with
trademarks
that
have
been
licensed
from
others
for
both
long-
standing
products
(e.g.,
Reese’s
Puffs
for
cereal,
Green
Giant
for vegetables
in certain
countries, and
Yoplait
and related
brands for
fresh dairy in the United States), and shorter term promotional products (e.g., fruit
snacks sold under various third party equities).
Our cereal
trademarks
are licensed
to CPW
and
may be
used in
association
with the
Nestlé
trademark.
Nestlé licenses
certain
of its
trademarks
to
CPW,
including
the
Nestlé
and
Uncle
Toby’s
trademarks.
The
Häagen-Dazs
trademark
is
licensed
royalty-free
and
exclusively
to
Nestlé
and
authorized
sublicensees
for
ice
cream
and
other
frozen dessert
products
in
the
United
States and
Canada.
The
Häagen-Dazs
trademark is
also licensed
to HDJ
in Japan.
The
Pillsbury
brand and
the
Pillsbury Doughboy
character are
subject
to
an
exclusive,
royalty-free
license
that
was
granted
to
a
third
party
and
its
successors
in
the
shelf-stable
baking
categories
in
the
United States and under limited circumstances in Canada and Mexico.
We
continue
our
focus
on
developing
and
marketing
innovative,
proprietary
products,
many
of
which
use
proprietary
expertise,
recipes and formulations,
and are patent protected. We
consider the collective rights under our various patents, which
expire from time
to time, a valuable asset,
but we do not
believe that our businesses are
materially dependent upon
any single patent or group
of related
patents.
SEASONALITY
In
general,
demand
for
our
products
is
evenly
balanced
throughout
the
year.
However,
within
our
North
America
Retail
segment
demand
for
refrigerated
dough,
frozen
baked
goods,
and
baking
products
is
stronger
in
the
fourth
calendar
quarter.
Demand
for
Progresso
soup is higher
during the
fall and winter
months. Within
our International
segment, demand
for
Häagen-Dazs
ice cream is
higher during
the summer
months and
demand for
baking mix
increases during
winter months.
Due to
the offsetting
impact of
these
demand
trends,
as well
as the
different
seasons
in
the
northern
and
southern
hemispheres,
our
International
segment’s
net
sales are
generally evenly balanced throughout the year.
QUALITY AND SAFETY REGULATION
The
manufacture
and
sale
of
human
and
pet
food
products
is
highly
regulated.
In
the
United
States,
our
activities
are
subject
to
regulation by
various federal
government agencies,
including the
Food and
Drug Administration,
Department of
Agriculture, Federal
Trade
Commission,
Department
of
Commerce,
Occupational
Safety
and
Health
Administration,
and
Environmental
Protection
Agency,
as
well
as
various
federal,
state,
and
local
agencies
relating
to
the
production,
packaging,
labelling,
marketing,
storage,
distribution, quality,
and safety of food
and pet products and
the health and safety
of our employees.
Our business is also
regulated by
similar agencies outside of the United States.
6
ENVIRONMENTAL
MATTERS
As
of
May
25,
2025,
we
were
involved
with
two
response
actions
associated
with
the
alleged
or
threatened
release
of
hazardous
substances or wastes located in Minneapolis, Minnesota and Moonachie, New
Jersey.
Our
operations
are
subject
to
the
Clean
Air
Act,
Clean
Water
Act,
Resource
Conservation
and
Recovery
Act,
Comprehensive
Environmental
Response,
Compensation,
and
Liability
Act,
and
the
Federal
Insecticide,
Fungicide,
and
Rodenticide
Act,
and
all
similar state, local, and foreign environmental laws and regulations applicable
to the jurisdictions in which we operate.
Based on current
facts and circumstances,
we believe that
neither the
results of our
environmental proceedings
nor our compliance
in
general
with
environmental
laws
or
regulations
will
have
a
material
adverse
effect
upon
our
capital
expenditures,
earnings,
or
competitive position.
HUMAN CAPITAL MANAGEMENT
Recruiting, developing, engaging, and protecting our
workforce is critical to executing our strategy and achieving
business success. As
of
May
25,
2025,
we
had
approximately
33,000
employees
around
the
globe,
with
approximately
17,000
in
the
U.S.
and
approximately 16,000
located in our
markets outside
of the U.S.
Our workforce
is divided
between approximately
13,000 employees
dedicated to the production of our products and approximately 20,
000 non-production employees.
The
efficient
production
of
high-quality
products
and
successful
execution
of
our
strategy
requires
a
talented,
skilled,
and
engaged
team of employees. We
work to equip our employees with
critical skills and expand their contributions
over time by providing a range
of training and career
development opportunities, including
hands-on experiences via
challenging work assignments and
job rotations,
coaching
and mentoring
opportunities, and
training programs.
To
foster employee
engagement and
commitment, we
follow a
robust
process
to
listen
to
employees,
take
action,
and
measure
our
progress
with
on-going
employee
conversations,
transparent
communications, and employee engagement surveys.
We
believe that
fostering a
culture of
belonging is
the right
thing to
do for
our employees
and business.
It strengthens
our ability
to
recruit talent and provides all
of our employees with an
environment where they have
an opportunity to thrive and
succeed. Champion
Belonging
– a
Company
value –
helps bring
to life
our
culture of
belonging through
respecting and
including
all voices,
ideas, and
perspectives.
We
embed
our
culture
of
belonging
into
our
day-to-day
ways
of
working
through
a
number
of
programs
to
foster
discussion, build empathy,
and increase understanding.
We
are
committed
to
maintaining
a
safe
and
secure
workplace
for
our
employees.
We
set
specific
safety
standards
to
identify
and
manage critical risks.
We
use global safety
management systems and
employee training to
ensure consistent implementation
of safety
protocols and
accurate measurement
and tracking of
incidents. To
provide a safe
and secure working
environment for our
employees,
we prohibit workplace
discrimination, and
we do not
tolerate abusive conduct
or harassment. Our
attention to the
health and safety
of
our workforce extends to the workers and communities in our supply chain.
We believe that respect
for human rights is fundamental to
our strategy and to our commitment to ethical business conduct.
INFORMATION ABOUT
OUR EXECUTIVE OFFICERS
The section below provides information regarding our executive officers
as of June 25, 2025.
Kofi A. Bruce
, age 55, is Chief Financial
Officer. Mr.
Bruce joined General Mills in 2009 as
Vice President,
Treasurer after serving
in
a
variety
of
senior
management
positions
with
Ecolab
and
Ford
Motor
Company.
He
served
as
Treasurer
until
2010
when
he
was
named Vice
President, Finance for
Yoplait.
Mr. Bruce
reassumed his role
as Vice
President, Treasurer
from 2012 until
2014 when he
was named
Vice
President, Finance
for Convenience
Stores &
Foodservice. He
was named
Vice
President, Controller
in 2017,
Vice
President, Financial Operations in September 2019, and to his present position
in February 2020.
Ricardo
Fernandez
,
age
52,
is
Segment
President,
International.
Mr.
Fernandez
joined
General
Mills
in
2000
as
an
Associate
Marketing Manager and held various marketing roles of increasing
responsibility until being named Vice
President, Marketing, Frozen
Frontier
in
2012,
Vice
President,
CPW
Marketing
in
2014,
President,
Latin
America
in
2016,
and
President,
Morning
Foods
in
January 2020. He was named to his present position in December 2023.
Paul J. Gallagher
,
age
57, is Chief
Supply Chain Officer.
Mr.
Gallagher joined General
Mills in April
2019 as Vice
President, North
America Supply Chain from Diageo plc. He began
his career at Diageo where he spent 25 years serving in a variety
of leadership roles
in manufacturing,
procurement, planning,
customer service,
and engineering
before becoming
President, North
America Supply
from
2013 to March 2019. He was named to his present position in July 2021.
7
Jeffrey
L. Harmening
, age
58, is
Chairman of
the Board
and Chief
Executive Officer.
Mr.
Harmening joined
General Mills
in 1994
and
served
in
various
marketing
roles
in
the
Betty
Crocker,
Yoplait,
and
Big
G
cereal
divisions.
He
was
named
Vice
President,
Marketing
for
CPW
in
2003
and
Vice
President
of
the
Big
G
cereal
division
in
2007.
In
2011,
he
was
promoted
to
Senior
Vice
President
for
the
Big
G
cereal
division.
Mr.
Harmening
was
appointed
Senior
Vice
President,
Chief
Executive
Officer
of
CPW
in
- Mr.
Harmening returned from CPW
in 2014 and was
named Executive Vice
President, Chief Operating Officer,
U.S. Retail. He
became
President,
Chief
Operating
Officer
in 2016.
He
was named
Chief
Executive
Officer
in
2017
and
Chairman
of the
Board
in
- Mr. Harmening
is a director of The Toro Company.
Elizabeth A. Mascolo
, age 50, is
Segment President, North
America Pet.
Ms. Mascolo joined
General Mills in
2002 and held various
marketing roles
in Cereals,
Meals, and
Snacks before
serving as
Global Marketing
Director for
CPW from
2014 through
2017.
Ms.
Mascolo
was named
Business
Unit Director
for
Cheerios &
Strategic
Revenue
Management
in July
2017;
Vice
President,
Business
Unit Director,
Pillsbury,
in April 2020;
and President, North
America Blue Buffalo,
in February 2023.
She was named
to her present
position in March 2025.
Dana M.
McNabb
,
age 49,
is Group
President, North
America Retail
and North
America Pet.
Ms. McNabb
joined General
Mills in
1999 and
held a
variety of
marketing roles
in Cereal,
Snacks, Meals,
and New
Products before
becoming Vice
President, Marketing
for
CPW
in
2011
and
Vice
President,
Marketing
for
the
Circle
of
Champions
Business
Unit
in
2015.
She
became
President,
U.S.
Cereal Operating
Unit in 2016,
Group President, Europe
& Australia in
January 2020, Chief
Strategy & Growth
Officer in July
2021,
Group President, North America Retail in January 2024, and was named to
her present position in June 2025.
Jaime
Montemayor
,
age
61,
is
Chief
Digital
and
Technology
Officer.
He
spent
21
years
at
PepsiCo,
Inc.,
serving
in
roles
of
increasing
responsibility,
including
most
recently
as
Senior
Vice
President
and
Chief
Information
Officer
of
PepsiCo’s
Americas
Foods segment
from 2013
to 2015, and
Senior Vice
President and
Chief Information
Officer,
Digital Innovation,
Data and Analytics,
PepsiCo from
2015 to
- Mr.
Montemayor served
as Chief
Technology
Officer of
7-Eleven Inc.
in 2017.
He assumed
his present
role in February 2020 after founding and operating a digital technology
consulting company from 2017 until January 2020.
Jon
J.
Nudi
,
age
55,
was
Group
President,
North
America
Pet,
International,
and
North
America
Foodservice
from
January
2024
through his
retirement in
June 2025.
Mr.
Nudi joined
General Mills
in 1993
as a
Sales Representative
and held
a variety
of roles
in
Consumer
Foods Sales.
In 2005,
he
moved
into marketing
roles
in
the Meals
division
and
was elected
Vice
President
in
2007.
Mr.
Nudi
was
named
Vice
President;
President,
Snacks,
in
2010,
Senior
Vice
President;
President,
Europe/Australasia
in
2014,
Senior
Vice President; President, U.S.
Retail in 2016
and Group President, North America Retail in 2017.
Mark A. Pallot
,
age 52,
is Vice
President, Chief
Accounting Officer.
Mr.
Pallot joined
General Mills in
2007 and
served as
Director,
Financial
Reporting
until
2017,
when
he was
named
Vice
President,
Assistant
Controller.
He
was elected
to
his
present
position
in
February
2020.
Prior
to
joining
General
Mills,
Mr.
Pallot
held
accounting
and
financial
reporting
positions
at
Residential
Capital,
LLC, Metris, Inc., CIT Group Inc., and Ernst & Young,
LLP.
Asheesh Saksena
, age 61,
is Chief Strategy
and Growth Officer.
Mr.
Saksena joined General
Mills in August
2024.
Prior to joining
General
Mills,
Mr.
Saksena
served
as
Chief
Growth
Officer
at
Gap
Inc.
from
January
2021
to
March
2023.
He
served
as
Senior
Advisor to
the Chief Executive
Officer of
Best Buy Co.,
Inc. from August
2020 to November
2020; President, Best
Buy Health, Best
Buy Co., Inc.
from 2018 to
August 2020; Chief
Strategic Growth
Officer,
Best Buy Co.,
Inc. from
2016 to 2018;
and Executive Vice
President, Chief Strategy Officer,
Cox Communications, a wholly owned subsidiary of Cox Enterprises,
Inc., from 2011 to 2016.
Lanette Shaffer Werner
, age 54, is Chief Innovation, Technical
and Quality Officer.
Ms. Shaffer Werner
joined General Mills in 1995
and held various R&D roles in Frozen Desserts, Pillsbury,
and Baking before serving as Director of One Global
Dairy and Sr. Director
for One Global Cereal. In July 2021, Ms. Shaffer Werner
was named as Vice President, Innovation,
Technical and Quality,
U.S. Meals
& Baking Solutions. She was named to her present position in June 2023.
Pankaj Sharma
,
age 52, is Segment
President, North America Foodservice.
Mr. Sharma
joined General Mills in
2014 and served as
a
Marketing
Director until
2017, when
he was
named Vice
President,
Marketing,
Europe &
Australia.
He was
promoted to
President,
U.S.
Yogurt
in
May
2018
and
President,
U.S.
Meals
&
Baking
Solutions
in
July
2019.
He
was
named
to
his
present
position
in
February 2024.
Karen Wilson
Thissen
, age
58, is
General Counsel
and Secretary.
Ms. Wilson
Thissen joined
General Mills
in June
2022.
Prior to
joining
General
Mills, she
spent
17 years
at Ameriprise
Financial,
Inc.,
serving in
roles of
increasing
responsibility,
including
most
recently as Executive Vice
President and General Counsel
from 2017 to June
2022, and Executive Vice
President and Deputy General
Counsel from 2014
to 2017.
Before joining
Ameriprise Financial, Inc.,
she was a partner
at the law
firm of Faegre
Drinker (formerly
Faegre & Benson LLP).
8
Jacqueline
Williams-Roll
,
age
56,
is
Chief
Human
Resources
Officer.
In
this
capacity,
she
also
has
responsibility
for
Corporate
Communications.
Ms.
Williams-Roll
joined
General
Mills
in
1995.
She
held
human
resources
leadership
roles
in
Supply
Chain,
Finance, Marketing,
and Organization
Effectiveness and
worked a
large part
of her
career on
businesses outside
of the United
States.
She
was
named
Vice
President,
Human
Resources,
International
in
2010,
and
then
promoted
to
Senior
Vice
President,
Human
Resources
Operations
in
2013.
She
was
named
to
her
present
position
in
2014.
Prior
to
joining
General
Mills,
she
held
sales
and
management roles with Jenny Craig International.
WEBSITE ACCESS
Our
website
is
https://www.generalmills.com.
We
make
available,
free
of
charge
in
the
“Investors”
portion
of
this
website,
annual
reports
on
Form
10-K,
quarterly
reports
on
Form
10-Q,
current
reports
on
Form
8-K,
and
amendments
to
those
reports
filed
or
furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange
Act of 1934 (1934 Act) as soon
as reasonably practicable after
we
electronically
file
such
material
with,
or
furnish
it
to,
the
Securities
and
Exchange
Commission
(SEC).
All
such
filings
are
available
on the
SEC’s
website
at https://www.sec.gov.
Reports
of beneficial
ownership filed
pursuant
to Section
16(a) of
the 1934
Act are also available on our website.
ITEM 1A - Risk Factors
Our
business
is
subject
to
various
risks
and
uncertainties.
Any
of
the
risks
described
below
could
materially,
adversely
affect
our
business, financial condition, and results of operations.
Business and Industry Risks
The
categories
in
which
we
participate
are
very
competitive,
and
if
we
are
not
able
to
compete
effectively,
our
results
of
operations could be adversely
affected.
The
human
and
pet
food
categories
in
which
we
participate
are
very
competitive.
Our principal
competitors
in
these
categories
are
manufacturers,
as
well
as
retailers
with
their
own
branded
and
private
label
products.
Competitors
market
and
sell
their
products
through
brick-and-mortar
stores
and
e-commerce.
All
of
our
principal
competitors
have
substantial
financial,
marketing,
and
other
resources.
In
most
product
categories,
we
compete
not
only
with
other
widely
advertised
branded
products,
but
also
with
regional
brands
and
with
generic
and
private
label
products
that
are generally
sold
at
lower prices.
Competition
in
our
product
categories
is
based on
product
innovation, product
quality,
price,
brand recognition
and loyalty,
effectiveness
of marketing,
promotional
activity,
convenient
ordering
and
delivery
to
the
consumer,
and
the
ability
to
identify
and
satisfy
consumer
preferences.
If
our
large
competitors
were
to
seek
an
advantage
through
pricing
or
promotional
changes,
we
could
choose
to
do
the
same,
which
could
adversely affect
our margins
and profitability.
If we
did not
do the
same, our
revenues and
market share
could be
adversely affected.
Our market share
and revenue growth
could also be
adversely impacted if
we are not
successful in introducing
innovative products
in
response
to
changing
consumer
demands
or by
new product
introductions
of our
competitors.
If
we
are unable
to build
and
sustain
brand
equity
by
offering
recognizably
superior
product
quality,
we
may
be
unable
to
maintain
premium
pricing
over
generic
and
private label products.
We may be unable to maintain our profit
margins in the face of a consolidating retail environment.
There has
been significant
consolidation in
the grocery industry,
resulting in
customers with increased
purchasing power.
In addition,
large
retail
customers
may
seek
to
use
their
position
to
improve
their
profitability
through
improved
efficiency,
lower
pricing,
increased
reliance
on
their
own
brand
name
products,
increased
emphasis
on
generic
and
other
economy
brands,
and
increased
promotional
programs.
If we
are
unable
to use
our
scale, marketing
expertise,
product
innovation,
knowledge
of consumers’
needs,
and category
leadership positions
to respond
to these
demands, our
profitability and
volume growth
could be
negatively impacted.
In
addition, the loss
of any large
customer could
adversely affect our
sales and profits.
In fiscal 2025,
Walmart
accounted for 22
percent
of our
consolidated net
sales and
31 percent
of net
sales of
our North
America Retail
segment.
For more
information on
significant
customers, please see Note 8 to the Consolidated Financial Statements in Item 8 of this
report.
Price
changes
for
the
commodities
we
depend
on
for
raw
materials,
packaging,
and
energy
may
adversely
affect
our
profitability.
The
principal
raw
materials
that
we
use
are
commodities
that
experience
price
volatility
caused
by
external
conditions
such
as
weather,
climate
change,
product
scarcity,
limited
sources
of
supply,
commodity
market
fluctuations,
currency
fluctuations,
trade
tariffs
(including
recent
tariffs
imposed
or
threatened
to
be
imposed
by
the
United
States
on
China,
Canada,
Mexico,
and
other
countries and any retaliatory
actions taken by such
countries), pandemics, war
(including sanctions imposed
on Russia for its
invasion
of Ukraine),
and changes in
governmental agricultural
and energy
policies and regulations.
Commodity prices
have become, and
may
continue
to be,
more volatile.
Commodity price
changes may
result in
unexpected increases
in raw
material, packaging,
energy,
and
transportation costs. If we
are unable to increase
productivity to offset
these increased costs or
increase our prices, we
may experience
9
reduced margins
and profitability.
We
do not
fully hedge
against changes
in commodity
prices, and
the risk
management procedures
that we do use may not always work as we intend.
Concerns with the safety and quality of our products could cause consumers
to
avoid certain products or ingredients.
We
could
be
adversely
affected
if
consumers
in
our
principal
markets
lose
confidence
in
the
safety
and
quality
of
certain
of
our
products
or
ingredients.
Adverse
publicity
about
these
types
of
concerns,
whether
or
not
valid,
may
discourage
consumers
from
buying our products or cause production and delivery disruptions.
We
may be
unable to
anticipate changes
in consumer
preferences and
trends,
which may
result in
decreased demand
for our
products.
Our
success
depends
in
part
on
our
ability
to
anticipate
the
tastes,
eating
habits
(including
the
impact
of
weight
loss
drugs),
and
purchasing
behaviors
of
consumers
and
to
offer
products
that
appeal
to
their
preferences
in
channels
where
they
shop.
Consumer
preferences
and category-level
consumption
may change
from time
to time
and can
be affected
by a
number of
different
trends and
other factors. If we fail
to anticipate, identify or react to
these changes and trends, such as
adapting to emerging
e-commerce channels,
or to
introduce new
and improved
products on
a timely
basis, we
may experience
reduced demand
for our
products, which
would in
turn
cause
our
revenues
and
profitability
to
suffer.
Similarly,
demand
for
our
products
could
be
affected
by
consumer
concerns
regarding
the
health
effects
of
ingredients
such
as
sodium,
genetically
modified
organisms,
sugar
and
sugar
alternatives,
color
additives,
preservatives,
processed
wheat
and
other
ingredients,
grain-free
or
legume-rich
pet
food,
or
other
product
ingredients
or
attributes.
We may be unable to grow
our market share or add products that are
in faster
growing and more profitable categories.
The
food
industry’s
growth
potential
is
constrained
by
population
growth.
Our
success
depends
in
part
on
our
ability
to
grow
our
business faster than
populations are growing
in the markets
that we serve.
One way to
achieve that growth
is to enhance
our portfolio
by adding innovative
new products in faster
growing and more
profitable categories. Our future
results will also depend
on our ability
to
increase
market
share
in
our
existing
product
categories.
If
we
do
not
succeed
in
developing
innovative
products
for
new
and
existing categories, our growth and profitability could be adversely
affected.
Our results may be negatively impacted if consumers do not maintain
their favorable perception of our brands.
Maintaining and continually
enhancing the value
of our many
iconic brands is critical
to the success of
our business. The value
of our
brands
is
based
in
large
part
on
the
degree
to
which
consumers
react
and
respond
positively
to
these
brands.
Brand
value
could
diminish
significantly
due
to
a
number
of
factors,
including
consumer
perception
that
we
have
acted
in
an
irresponsible
manner,
adverse publicity
about our
products, our
failure to
maintain the
quality of
our products,
concerns or
perceptions about
the nutrition
profile and
health effects
of ingredients
or substances
(including the
processing thereof)
in our
products or
packaging, the
failure of
our products to
deliver consistently positive
consumer experiences, concerns
about food safety,
or our products
becoming unavailable
to consumers. Consumer demand for our products
may also be impacted by changes in the level
of advertising or promotional support.
The
use
of
social
and
digital
media
by
consumers,
us,
and
third
parties
increases
the
speed
and
extent
that
information
or
misinformation
and
opinions
can
be
shared.
Negative
posts
or
comments
about
us,
our
brands,
or
our
products
on
social
or
digital
media could
seriously damage
our brands
and reputation.
If we
do not
maintain the
favorable perception
of our
brands, our
business
results could be negatively impacted.
Operating Risks
If
we
are
not
efficient
in
our
production,
our
profitability
could
suffer
as
a
result
of
the
highly
competitive
environment
in
which we operate.
Our future success and
earnings growth depend in
part on our ability to
be efficient in the
production and manufacture of
our products
in
highly
competitive
markets.
Gaining
additional
efficiencies
may
become
more
difficult
over
time.
Our
failure
to
reduce
costs
through
productivity
gains
or
by
eliminating
redundant
costs
resulting
from
acquisitions
or
divestitures
could
adversely
affect
our
profitability
and
weaken
our
competitive
position.
Many
productivity
initiatives
involve
complex
reorganization
of
manufacturing
facilities
and
production
lines.
Such
manufacturing
realignment
may
result
in
the
interruption
of
production,
which
may
negatively
impact product
volume and
margins. We
periodically engage
in restructuring,
transformation, and
cost savings
initiatives designed
to
increase our
efficiency and
reduce expenses. If
we are unable
to execute
those initiatives as
planned, we
may not realize
all or any
of
the anticipated benefits, which could adversely affect our business and
results of operations.
10
Disruption of our supply chain could adversely affect our business.
Our
ability
to
make,
move,
and
sell
products
is
critical
to
our
success.
Damage
or
disruption
to
raw
material
supplies
or
our
manufacturing
or
distribution
capabilities
due
to
weather,
climate
change,
natural
disaster,
fire,
terrorism,
cyber-attack,
pandemics,
war,
governmental
restrictions
or
mandates,
labor
shortages,
strikes,
import/export
restrictions,
or
other
factors
could
impair
our
ability to
manufacture or
sell our
products. Many
of our
product lines
are manufactured
at a
single location
or sourced
from a
single
supplier.
The
failure
of
third
parties
on
which
we
rely,
including
those
third
parties
who
supply
our
ingredients,
packaging,
capital
equipment
and
other
necessary
operating
materials,
contract
manufacturers,
commercial
transport,
distributors,
contractors,
and
external business partners, to meet
their obligations to us, or significant
disruptions in their ability to do
so, may negatively impact our
operations. Our
suppliers’ policies
and practices
can damage
our reputation
and the quality
and safety
of our
products. Disputes
with
significant suppliers,
including disputes regarding
pricing or performance,
could adversely affect
our ability to
supply products to
our
customers and
could materially
and adversely
affect our
sales, financial
condition, and
results of
operations. Failure
to take
adequate
steps
to
mitigate
the
likelihood
or
potential
impact
of
such
events,
or
to
effectively
manage
such
events
if
they
occur,
particularly
when a
product is
sourced from
a single
location or
supplier,
could adversely
affect our
business and
results of
operations, as
well as
require additional resources to restore our supply chain.
Short term or
sustained increases in
consumer demand at
our retail customers
may exceed our
production capacity or
otherwise strain
our supply chain. Our failure to meet the demand for our products could
adversely affect our business and results of operations.
Our international operations are subject to political and economic
risks.
In fiscal
2025, 19
percent of
our consolidated
net sales
were generated
outside of
the United
States. We
are accordingly
subject to
a
number of risks relating to doing business internationally,
any of which could significantly harm our business. These risks include:
●
political and economic instability;
●
exchange controls and currency exchange rates;
●
tariffs on products and
ingredients that we import and export
(including recent tariffs imposed
or threatened to be imposed by
the United States on China, Canada, Mexico, and other countries and any retaliatory
actions taken by such countries);
●
political sentiment impacting
global trade, including
the willingness of consumers
outside the United States
to purchase from
United States corporations or to purchase products manufactured outside the country
of sale;
●
nationalization or government control of operations;
●
compliance with anti-corruption regulations;
●
foreign tax treaties and policies; and
●
restriction on the transfer of funds to and from foreign countries, including
potentially negative tax consequences.
Our financial performance
on a U.S. dollar
denominated basis is subject
to fluctuations in currency
exchange rates. These fluctuations
could cause material
variations in our results
of operations. Our principal
exposures are to the
Australian dollar,
Brazilian real, British
pound sterling,
Canadian dollar,
Chinese renminbi,
euro, Japanese
yen, Mexican
peso, and
Swiss franc.
From time
to time,
we enter
into
agreements
that
are
intended
to
reduce
the
effects
of
our
exposure
to
currency
fluctuations,
but
these
agreements
may
not
be
effective in significantly reducing our exposure.
A
strengthening
in
the
U.S.
dollar
relative
to
other
currencies
in
the
countries
in
which
we
operate
would
negatively
affect
our
reported results of operations and financial results due to currency translation losses and
currency transaction losses.
Our business operations could be disrupted if our information technology
systems fail to perform adequately or are breached.
Information
technology
serves
an
important
role
in
the
efficient
and
effective
operation
of
our
business.
We
rely
on
information
technology networks
and systems, including
the internet, to
process, transmit,
and store electronic
information to
manage a variety
of
business processes and
to comply with
regulatory,
legal, and tax requirements.
Our information technology
systems and infrastructure
are
critical
to
effectively
manage
our
key
business
processes
including
digital
marketing,
order
entry
and
fulfillment,
supply
chain
management,
finance,
administration,
and
other
business
processes.
These
technologies
enable
internal
and
external
communication
among
our
locations, employees,
suppliers,
customers,
and others
and
include the
receipt and
storage of
personal information
about
our employees,
consumers, and
proprietary business
information. Our
information technology
systems, some
of which
are dependent
on services
provided
by third
parties, may
be vulnerable
to damage,
interruption,
or shutdown
due to
any number
of causes
such as
catastrophic events,
natural disasters, fires,
power outages, systems
failures, telecommunications
failures, security breaches,
computer
viruses, hackers, employee error
or malfeasance, and other
causes. Increased cyber-security threats
pose a potential risk to
the security
and
viability
of
our
information
technology
systems,
as
well
as
the
confidentiality,
integrity,
and
availability
of
the
data
stored
on
those systems. The
failure of our
information technology
systems to perform
as we anticipate
could disrupt
our business and
result in
transaction
errors,
processing
inefficiencies,
data
loss,
legal
claims
or
proceedings,
regulatory
penalties,
and
the
loss
of
sales
and
customers. Any
interruption of
our information
technology systems
could have
operational, reputational,
legal, and
financial impacts
that may have a material adverse effect on our business.
11
Our failure to successfully integrate acquisitions into our
existing operations could adversely affect our financial results.
From
time
to
time,
we
evaluate
potential
acquisitions
or
joint
ventures
that
would
further
our
strategic
objectives.
Our
success
depends, in part,
upon our ability
to integrate acquired
and existing operations.
If we are
unable to successfully
integrate acquisitions,
our financial
results could
suffer.
Additional potential
risks associated
with acquisitions
include
additional debt
leverage, the
loss of
key
employees
and
customers
of
the
acquired
business,
the
assumption
of
unknown
liabilities,
the
inherent
risk
associated
with
entering a geographic area or line of business in which we have
no or limited prior experience, failure to achieve anticipated
synergies,
and the impairment of goodwill or other acquisition-related intangible assets.
Legal and Regulatory Risks
If
our
products
become
adulterated,
misbranded,
or
mislabeled,
we
might
need
to
recall
those
items
and
may
experience
product liability claims if
consumers or their pets are injured.
We may need
to recall some of our products if they become adulterated,
misbranded, or mislabeled. A widespread product recall could
result in
significant losses
due to
the costs
of a
recall, the
destruction of
product inventory,
and lost
sales due
to the
unavailability of
product for a period of time.
We could
also suffer losses from a
significant product liability judgment
against us. A significant product
recall or
product liability
case could
also result
in adverse
publicity,
damage to
our reputation,
and a
loss of
consumer confidence
in
our products, which could have an adverse effect on our business results and the
value of our brands.
New regulations or regulatory-based claims could adversely
affect our business.
Our facilities and
products are subject
to many laws and
regulations administered by
the United States Department
of Agriculture, the
Federal Food and Drug
Administration, the Occupational
Safety and Health Administration,
and other federal, state, local,
and foreign
governmental agencies
relating to
the production,
packaging, labelling,
storage, distribution,
quality,
and safety
of food
products and
the
health
and
safety
of
our
employees.
Our
failure
to
comply
with
such
laws
and
regulations
could
subject
us
to
lawsuits,
administrative
penalties,
and civil
remedies,
including fines,
injunctions,
and recalls
of our
products.
We
advertise our
products and
could be
the target
of claims
relating to
alleged false
or deceptive
advertising
under federal,
state, and
foreign laws
and regulations.
We
may
also
be
subject
to
new
laws
or
regulations
restricting
the
marketing
or
sale
of
our
products
because
of
ingredients
or
substances (including
the processing
thereof)
in our
products or
product packaging.
These limitations
may
require that
we highlight
perceived concerns
about a
product or
product packaging,
warn consumers
to avoid
consumption of
certain ingredients
or substances
present in our products,
restrict the audience
to whom products are
marketed or sold, limit
the locations in which
our products may be
available, or discontinue
the use of
certain ingredients or
packaging. Changes
in laws or
regulations that impose
additional regulatory
requirements
on us
could
increase our
cost of
doing business,
restrict our
actions,
and reduce
consumption
of our
products, causing
our results of operations to be adversely affected.
We
are
subject
to
various
federal,
state,
local,
and
foreign
environmental
laws
and
regulations.
Our
failure
to
comply
with
environmental laws and regulations could subject us
to lawsuits, administrative penalties, and civil remedies.
We are currently
party to
a variety of
environmental remediation obligations.
Due to regulatory
complexities, uncertainties inherent
in litigation, and
the risk of
unidentified contaminants
on current and
former properties of
ours, the potential
exists for remediation,
liability,
indemnification, and
compliance
costs
to
differ
from
our
estimates.
We
cannot
guarantee
that
our
costs
in
relation
to
these
matters,
or
compliance
with
environmental
laws
in
general,
will
not
exceed
our
established
liabilities
or
otherwise
have
an
adverse
effect
on
our
business
and
results of operations.
Climate change and other sustainability matters could adversely affect
our business.
There is
growing concern
that carbon
dioxide and
other greenhouse
gases in
the earth’s
atmosphere may
have an
adverse impact
on
global temperatures, weather patterns, and the frequency
and severity of extreme weather and natural disasters.
If such climate change
has a negative effect on agricultural productivity,
we may experience decreased availability and higher pricing for certain commodities
that are necessary
for our
products. Increased
frequency or
severity of
extreme weather
could also impair
our production
capabilities,
disrupt our
supply chain,
impact demand
for our
products, and
increase our
insurance and
other operating
costs.
Increasing concern
over
climate
change
or
other
sustainability
issues
also
may
adversely
impact
demand
for
our
products
due
to
changes
in
consumer
preferences or
negative consumer
reaction to
our commitments
and actions
to address
these issues.
We
may also
become subject
to
additional
legal
and
regulatory
requirements
relating
to
climate
change
or
other
sustainability
issues,
including
greenhouse
gas
emission
regulations
(e.g.,
carbon
taxes),
energy
policies,
sustainability
initiatives
(e.g.,
single-use
plastic
limits),
and
disclosure
obligations.
If additional legal
and regulatory
requirements are
enacted and
are more aggressive
than the sustainability
measures that
we are currently
undertaking to reduce
our emissions and
improve our energy
efficiency and
other sustainability goals,
or if we
chose
to take actions to achieve more aggressive goals, we may experience significant
increases in our costs of operations.
12
We
have announced goals
and commitments to
reduce our carbon footprint.
If we fail to
achieve or improperly
report on our progress
toward
achieving
our
carbon
emissions
reduction
goals
and
commitments,
then
the
resulting
negative
publicity
could
harm
our
reputation and adversely affect demand for our products.
Financial and Economic Risks
Volatility
in
the
market
value
of
derivatives
we
use
to
manage
exposures
to
fluctuations
in
commodity
prices
may
cause
volatility in our gross margins and net earnings.
We
utilize derivatives
to manage
price risk
for some
of our
principal ingredient
and energy
costs, including
grains (oats,
wheat, and
corn), oils (principally soybean),
dairy products, natural gas, and diesel
fuel. Changes in the values
of these derivatives are recorded
in
earnings, which
may result
in volatility
in both
gross margin
and net
earnings. These
gains and
losses are
reported in
cost of
sales in
our Consolidated
Statements of Earnings
and in unallocated
corporate items outside
our segment operating
results until we
utilize the
underlying input in our manufacturing
process, at which time the gains
and losses are reclassified to segment
operating profit. We
also
record our grain inventories at net realizable value. We
may experience volatile earnings as a result of these accounting treatments.
Economic downturns could limit consumer demand for our products.
The
willingness
of
consumers
to
purchase
our
products
depends
in
part
on
local
economic
conditions.
In
periods
of
economic
uncertainty,
consumers
may
purchase
more
generic,
private
label,
and
other
economy
brands
and
may
forego
certain
purchases
altogether.
In those circumstances,
we could experience
a reduction in sales
of higher margin
products or a shift
in our product mix
to
lower margin
offerings.
In addition,
as a
result of
economic conditions
or competitive
actions, we
may be
unable to
raise our
prices
sufficiently to
protect margins.
Consumers may
also reduce the
amount of food
that they consume
away from home
at customers that
purchase products
from our
North America
Foodservice segment.
Any of
these events
could have
an adverse
effect on
our results
of
operations.
We
have
a
substantial
amount
of
indebtedness,
which
could
limit
financing
and
other
options
and
in
some
cases
adversely
affect our ability to pay dividends.
As
of
May
25,
2025,
we
had
total
debt
and
noncontrolling
interests
of
$14.9
billion.
The
agreements
under
which
we
have
issued
indebtedness
do not
prevent us
from
incurring
additional unsecured
indebtedness
in the
future.
Our level
of indebtedness
may
limit
our:
●
ability to
obtain additional
financing for
working capital,
capital expenditures,
or general
corporate purposes,
particularly if
the ratings assigned to our debt securities by rating organizations
were revised downward; and
●
flexibility to
adjust to
changing business
and market
conditions and
may make
us more
vulnerable to
a downturn
in general
economic conditions.
There are
various financial
covenants and
other restrictions
in our
debt instruments
and noncontrolling
interests. If
we fail to
comply
with any of
these requirements, the
related indebtedness,
and other unrelated
indebtedness, could
become due and
payable prior
to its
stated maturity and our ability to obtain additional or alternative financing
may also be adversely affected.
Our ability
to make
scheduled payments
on or
to refinance
our debt
and other
obligations will
depend on
our operating
and financial
performance,
which
in
turn
is
subject
to
prevailing
economic
conditions
and
to
financial,
business,
and
other
factors
beyond
our
control.
We
depend
on stable,
liquid
and
well-functioning
capital and
credit markets
to fund
our operations.
Our financial
performance,
our
credit ratings,
interest rates,
the stability
of financial
institutions with
which we
partner, and
the liquidity
of the
overall global
capital
markets could affect our access to, and the availability,
terms and conditions, and cost of capital.
Volatility
in the
securities markets,
interest
rates,
and other
factors could
substantially
increase
our defined
benefit
pension,
other postretirement benefit, and postemployment
benefit costs.
We
sponsor
a number
of defined
benefit plans
for employees
in the
United
States, Canada,
and various
foreign
locations, including
defined
benefit
pension,
retiree
health
and
welfare,
severance,
and
other
postemployment
plans.
Our
major
defined
benefit
pension
plans are
funded with
trust assets
invested in
a globally
diversified portfolio
of securities
and other
investments. Changes
in interest
rates, mortality
rates, health
care costs,
early
retirement rates,
investment
returns, and
the market
value of
plan
assets can
affect
the
funded status
of our
defined benefit
plans and
cause volatility
in the
net periodic
benefit cost
and future
funding requirements
of the
plans.
A
significant
increase
in
our
obligations
or
future
funding
requirements
could
have
a
negative
impact
on
our
results
of
operations and cash flows from operations.
13
A
change
in
the
assumptions
regarding
the
future
performance
of
our
businesses
or
a
different
weighted-average
cost
of
capital
used
to
value
our
reporting
units
or
our
indefinite-lived
intangible
assets
could
negatively
affect
our
consolidated
results of operations and net worth.
As of May
25, 2025,
we had $22.4
billion of
goodwill and
indefinite-lived intangible
assets. Goodwill for
each of
our reporting
units
is tested
for impairment
annually and
whenever events
or changes
in circumstances
indicate that
impairment may
have occurred.
We
compare
the
carrying
value
of
the
reporting
unit,
including
goodwill,
to
the
fair
value
of
the
reporting
unit.
If
the
fair
value
of
the
reporting unit
is less than
the carrying
value of
the reporting
unit, including
goodwill, impairment
has occurred.
Our estimates
of fair
value are determined
based on a
discounted cash
flow model. Growth
rates for sales
and profits are
determined using inputs
from our
long-range planning process. We
also make estimates of discount rates, perpetuity growth assumptions,
market comparables, and other
factors.
If
current
expectations
for
growth
rates
for
sales
and
profits
are
not
met,
or
other
market
factors
and
macroeconomic
conditions were to change,
then our reporting units could
become significantly impaired. While
we currently believe that
our goodwill
is not impaired, different assumptions regarding
the future performance of our businesses could result in significant impairment
losses.
We
evaluate
the
useful
lives
of
our
intangible
assets,
primarily
intangible
assets
associated
with
the
Blue
Buffalo
,
Pillsbury
,
Totino’s
,
Progresso
,
Old El Paso
,
Tiki Pets
,
Annie’s
,
Nudges
,
Edgard &
Cooper
,
and
Häagen-Dazs
brands, to
determine if
they
are finite
or indefinite-lived.
Reaching a
determination on
useful
life requires
significant judgments
and assumptions
regarding
the
future
effects
of
obsolescence,
demand,
competition,
other
economic
factors
(such
as
the
stability
of
the
industry,
known
technological
advances,
legislative
action
that
results
in
an
uncertain
or
changing
regulatory
environment,
and
expected
changes
in
distribution channels), the level of required maintenance expenditures,
and the expected lives of other related groups of assets.
Our
indefinite-lived
intangible
assets
are
also
tested
for
impairment
annually
and
whenever
events
or
changes
in
circumstances
indicate
that impairment
may have
occurred.
Our estimate
of the
fair value
of the
brands is
based on
a discounted
cash flow
model
using inputs
including projected
revenues from
our long-range
plan, assumed
royalty rates which
could be
payable if we
did not
own
the brands, and
a discount rate.
If current expectations
for growth
rates for sales
and margins
are not met,
or other market
factors and
macroeconomic
conditions
were
to
change,
then
our
indefinite-lived
intangible
assets
could
become
significantly
impaired.
Our
Progresso
,
Nudges
,
Uncle Toby’s
,
True
Chews
, and
Kitano
brands had
risk of
decreasing
coverage
and we
continue
to monitor
these businesses.
For further information
on goodwill and intangible
assets, please refer to
Note 6 to the Consolidated
Financial Statements in
Item 8 of
this report.
ITEM 1B - Unresolved Staff Comments
None.
ITEM 1C - Cybersecurity
Cybersecurity Risk Management and Strategy
Our
enterprise
risk
management
framework
considers
cybersecurity
risk
alongside
other
company
risks,
as
part of
our
overall
risk
assessment
process.
We
leverage
an
industry-leading
framework,
the
National
Institute
of Standards
and
Technology
Cybersecurity
Framework, and assess our maturity against that framework in partnership
with an independent firm on an annual basis.
We
assess
and
manage
our
cybersecurity
risk
using
various
mechanisms,
starting
with
threat
intelligence,
which
provides
us
a
necessary viewpoint to help
us identify trends, understand
how certain attacks may affect
us, and prepare for
evolutions in threat actor
behavior
that
may
require
changes
to
our
security
posture.
To
drive
readiness,
we
perform
periodic
adversarial
testing
of
our
cybersecurity
posture through
penetration
testing, using
both internal
resources
and
external expertise,
as well
as table-top
and
“red
team” exercises to understand where processes or controls may be insufficient
based on adversarial techniques.
Our
internal
audit team performs
regular assessments
of our
program and
selected components.
We
also
leverage
retrospectives from
previous
cybersecurity
incidents
to
understand
weaknesses
and
to
improve
our
security
controls.
We
assess
our
critical
suppliers
regularly for cybersecurity risk
and prescribe remediation
activities when necessary.
As a part of
a collaborative defense approach,
we
regularly participate in multiple cybersecurity forums to share threat
intelligence, best practices, and points of caution.
We
train
our
employees
through
annual
security
training,
phishing
simulations,
and
regular
communications
about
timely
cybersecurity
topics
and
threats.
We
have
a
documented
and
well-tested
cybersecurity
incident
response
plan
that
guides
us
in
responding,
containing,
and
eradicating
cybersecurity
threats
that
have
breached
our
preventative
controls.
We
regularly
practice
technical recovery,
and we maintain cybersecurity insurance.
14
Cybersecurity Governance
Our
cybersecurity
program
is
led by
our
Chief
Digital
and
Technology
Officer
(CDTO)
and
Vice
President
of
Cyber
Security
&
Enterprise
Architecture.
Our Vice
President
of Cyber
Security &
Enterprise Architecture,
who
reports to
our CDTO,
has a
master’s
degree
in
information
assurance,
and
more
than
20
years
of
experience
working
in
this
field,
including
more
than
13
years
with
General Mills. He has strategic and operational responsibility
for all aspects of the Company’s
cybersecurity program, from how cyber
risks are identified, to how General Mills detects, responds, contains, and recovers
from cybersecurity threats.
The
Audit
Committee
of
our
Board
of
Directors
provides
oversight
for
our
cybersecurity
program.
The
Audit
Committee
receives
regular
updates
from
management
on
the
effectiveness
of
our
cybersecurity
program,
reviews
plans
on
how
management
will
continually
mature
the
program,
and
receives
updates
on
special
topics
that
help
the
committee
provide
effective
oversight
of
the
program.
Our
Security &
Resilience Governance
Committee provides
oversight and
governance
for the
Company’s
cybersecurity risk
through
quarterly
meetings,
monthly
dashboard
reporting
on
management-aligned
program
performance
targets,
and
as-needed
updates
on
cybersecurity
incidents.
This
committee
is
composed
of
our
Chief
Financial
Officer,
General
Counsel,
Chief
Human
Resources
Officer, Chief Supply Chain Officer,
and CDTO.
Like
most
companies,
our
systems are
continually
subjected
to
cybersecurity
threats.
Although
we
have
not
experienced
a
material
cybersecurity breach,
we cannot guarantee
that we will
not experience
a cyber threat
or incident in
the future.
Additional information
on cybersecurity
risks we
face is included
in Item 1A
of this report,
which should
be read
in conjunction
with the
information in
this
Item 1C.
ITEM 2 - Properties
We
own
our
principal
executive
offices
and
main research
facilities,
which
are
located
in the
Minneapolis,
Minnesota
metropolitan
area.
We
operate numerous
manufacturing facilities
and maintain many
sales and administrative
offices, warehouses,
and distribution
centers around the world.
15
As of May 25,
2025, we operated
42 facilities for
the production of
a wide variety
of food products.
Of these facilities,
28 are located
in the United States, 3 in Latin America and Mexico, 5 in Europe/Australia,
4 in the Greater China region, 1 leased in Canada, and 1 in
the
Asia/Middle
East/Africa
Region.
The
following
is
a
list
of
the
locations
of
our
principal
production
facilities,
which
primarily
support the segment noted:
North America Retail
• Covington, Georgia
• Reed City, Michigan
• Cincinnati, Ohio
• Belvidere, Illinois
• Fridley, Minnesota
• Wellston, Ohio
• Geneva, Illinois
• Hannibal, Missouri
• Murfreesboro, Tennessee
• Cedar Rapids, Iowa
• Albuquerque, New Mexico
• Milwaukee, Wisconsin
• Irapuato, Mexico
• Buffalo, New York
International
• Rooty Hill, Australia
• Sanhe, China
• Nashik, India
• Campo Novo do Pareceis, Brazil
• Shanghai, China
• San Adrian, Spain
• Pouso Alegre, Brazil
• Arras, France
• Guangzhou, China
• Labatut, France
• Nanjing, China
• Inofita, Greece
North America Pet
• Richmond, Indiana
• Joplin, Missouri
North America Foodservice
• Chanhassen, Minnesota
• Joplin, Missouri
• St. Charles, Missouri
• Green Bay, Wisconsin
We
operate
numerous
grain
elevators
in
the
United
States
in
support
of
our
domestic
manufacturing
activities.
We
also
utilize
approximately
17 million
square
feet
of
warehouse
and
distribution
space,
nearly
all of
which
is leased,
that
primarily
supports
our
North
America
Retail
and
North
America
Pet
segments.
We
own
and
lease
a
number
of
dedicated
sales
and
administrative
offices
around
the world,
totaling
approximately
2 million
square feet.
We
have
additional
warehouse,
distribution,
and
office
space
in our
plant locations.
As part
of our
Häagen-Dazs
business in
our International
segment
we operate
332 (all
leased) and
franchise
387 branded
ice cream
parlors in various countries around the world, all outside of the United States and Canada.
ITEM 3 - Legal Proceedings
We are the
subject of various pending or threatened legal
actions in the ordinary course of our business. All such
matters are subject to
many uncertainties and
outcomes that are not
predictable with assurance.
In our opinion,
there were no
claims or litigation pending
as
of
May
25,
2025,
that
were
reasonably
likely
to
have
a
material
adverse
effect
on
our
consolidated
financial
position
or
results
of
operations. See
the information
contained under
the section entitled
“Environmental Matters”
in Item 1
of this report
for a discussion
of environmental matters in which we are involved.
ITEM 4 - Mine Safety Disclosures
None.
PART
II
ITEM 5 - Market for Registrant’s Common
Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Our common
stock is
listed on
the New
York
Stock Exchange
under the
symbol “GIS.”
On June 9,
2025, there
were approximately
21,600 record holders of our common stock.
16
The
following
table
sets
forth
information
with
respect
to
shares
of
our
common
stock
that
we
purchased
during
the
fiscal
quarter
ended May 25, 2025:
Period
Total
Number
of Shares
Purchased (a)
Average Price
Paid Per Share
Total
Number of Shares
Purchased as Part of a
Publicly Announced
Program (b)
Maximum Number of
Shares that may yet
be Purchased Under
the Plans or Program (b)
February 24, 2025 -
March 30, 2025
800,197
$
59.42
800,197
41,334,964
March 31, 2025 -
April 27, 2025
3,266,822
58.49
3,266,822
38,068,142
April 28, 2025 -
May 25, 2025
1,149,979
56.79
1,149,979
36,918,163
Total
5,216,998
$
58.26
5,216,998
36,918,163
(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
a new
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
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.
17
ITEM 7 - Management’s Discussion and Analysis of
Financial Condition and Results of Operations
EXECUTIVE OVERVIEW
We
are
a
global packaged
foods company.
We
develop
distinctive
value-added
food
products
and
market
them under
unique
brand
names.
We
work
continuously
to
improve
our
core
products
and
to
create
new
products
that
meet
consumers’
evolving
needs
and
preferences.
In
addition,
we
build
the
equity
of
our
brands
over
time
with
strong
consumer-directed
marketing,
innovative
new
products,
and
effective
merchandising.
We
believe
our
brand-building
approach
is
the
key
to
winning
and
sustaining
leading
share
positions in markets around the globe.
Our fundamental
financial goal is
to generate competitively
differentiated returns
for our shareholders
over the long
term.
We
believe
achieving
that
goal
requires
us
to
generate
a
consistent
balance
of
net
sales
growth,
margin
expansion,
cash
conversion,
and
cash
return to shareholders over time.
Our long-term growth objectives are to deliver the following performance
on average over time:
●
2 to 3 percent annual growth in organic net sales;
●
mid-single-digit annual growth in adjusted operating profit;
●
mid- to high-single-digit annual growth in adjusted diluted earnings per share
(EPS);
●
free cash flow conversion of at least 95 percent of adjusted net earnings
after tax; and
●
cash return to shareholders of 80 to 90 percent of free cash flow,
including an attractive dividend yield.
Guided by our
purpose to make
food the world
loves, we are
executing our Accelerate
strategy to drive
sustainable, profitable growth
and
top-tier
shareholder
returns
over
the
long
term.
The
strategy
focuses
on
four
pillars
to
create
competitive
advantages
and
win:
boldly
building
brands,
relentlessly
innovating,
unleashing
our
scale,
and
standing
for
good.
We
are
prioritizing
our
core
markets,
global
platforms,
and
local
gem
brands
that
have
the
best
prospects
for
profitable
growth,
and
we
are
committed
to
reshaping
our
portfolio with strategic acquisitions and divestitures to further enhance
our growth profile.
Our
consolidated
net
sales
for
fiscal
2025
declined
2
percent
to
$19.5
billion.
On
an
organic
basis,
net
sales
decreased
2
percent
compared to year-ago levels. Operating
profit of $3.3 billion decreased
4 percent. Adjusted operating profit
of $3.4 billion decreased 7
percent on a
constant-currency basis.
Diluted EPS declined
5 percent to
$4.10. Adjusted diluted
EPS of $4.21
decreased 7 percent
on
a
constant-currency
basis
(See
the
“Non-GAAP
Measures”
section
below
for
a
description
of
our
use
of
measures
not
defined
by
generally accepted accounting principles (GAAP)).
Net cash
provided
by operations
totaled $2,918
million in
fiscal 2025
representing a
conversion rate
of 126
percent of
net earnings,
including
earnings attributable
to noncontrolling
interests. This
cash generation
supported capital
investments
totaling $625
million,
and
our
resulting
free
cash
flow was
$2,293
million
at
a
conversion
rate
of 97
percent of
adjusted
net
earnings,
including
earnings
attributable
to
noncontrolling
interests.
We
returned
cash
to
shareholders
through
dividends
totaling
$1,339
million
and
share
repurchases
totaling
$1,203
million
(See
the
“Non-GAAP
Measures”
section
below
for
a
description
of
our
use
of
measures
not
defined by GAAP).
In
fiscal
2025,
the
operating
environment
was
characterized
by
significant
volatility
and
uncertainty,
resulting
in
value-seeking
behaviors by
consumers that
were deeper
and more
prolonged than
we expected.
As a
result, we
made important
changes to
adapt to
the evolving
environment and
put our
business on
a path
back to
growth.
We
increased investment
to bring
consumers greater
value,
which strengthened our
pound volume performance
as we exited the
year.
While the level of
incremental investment
resulted in fiscal
2025
financial
results
below
our
targeted
ranges,
we
expect
the
improved
pound
volume
and
household
penetration
trends
will
translate into stronger top- and bottom-line performance over the long
term.
We
delivered mixed performance against the three priorities we established
at the beginning of the year:
We
did not achieve our objective
of accelerating organic net sales
growth, with full-year organic
net sales declining 2 percent
driven primarily
by unfavorable
organic net
price realization
and mix
resulting from
our increased
investments in
consumer
value (see the ‘Non-GAAP Measures” section below for our use of
this measure not defined by GAAP).
We
successfully
created
fuel
for
our
investments,
including
generating
industry-leading
Holistic
Margin
Management
(HMM) cost savings by increasingly applying digital and technology capabilities throughout
our supply chain.
We
successfully drove
strong cash
generation, with
free cash
flow conversion
finishing at
97 percent,
which was
above our
full-year
target
of
95
percent.
This
enabled
us
to
fund
capital
investment,
raise
our
dividend,
and
continue
our
share
repurchase activity.
We
also continued
to reshape our
portfolio, including
acquisitions and divestitures
that further
improved
18
our portfolio’s
ability to generate profitable growth
over the long term (see the
“Non-GAAP Measures” section below
for our
use of this measure not defined by GAAP).
A
detailed
review
of
our
fiscal
2025
performance
compared
to
fiscal
2024
appears
below
in
the
section
titled
“Fiscal
2025
Consolidated Results of Operations.” A detailed review
of our fiscal 2024 performance compared to our fiscal
2023 performance is set
forth
in Part
II, Item
7 of
our Form
10-K for
the fiscal
year
ended
May 26, 2024
under the
caption
“Management’s
Discussion and
Analysis of
Financial Condition
and Results
of Operations
– Fiscal
2024 Consolidated
Results of
Operations,” which
is incorporated
herein by reference.
In fiscal 2026, we
plan to continue advancing
our Accelerate strategy.
Our key priorities are to
return North America Retail
to volume
growth,
Accelerate
North
America
Pet
growth
with
an
expanded
portfolio,
and
drive
efficiencies
to
reinvest
in
growth.
We
expect
category
growth
to
be
below
our
long-term
projections,
reflecting
less
benefit
from
net price
realization
and
mix
amid
a
continued
challenging
consumer
backdrop.
To
strengthen
our
categories
and
market
share
performance,
we
plan
to
increase
investment
in
consumer
value,
product
news,
innovation,
and
brand
building,
guided
by
our
remarkable
experience
framework.
This
includes
a
significant
strategic investment
to launch
Blue Buffalo
into the
fast-growing
U.S. fresh
pet food
sub-category
in calendar
2025.
We
expect
the
combination
of
these
growth
investments,
input
cost
inflation,
and
a
reset
of
corporate
incentive
will
outpace
expected
HMM cost savings of 5 percent of cost of
goods sold, savings from our global transformation
initiative, and benefits from a 53rd week
in fiscal 2026.
In addition, we
expect the net
impact of the
divestiture of
our North American
yogurt businesses and
the Whitebridge
Pet Brands acquisition will reduce adjusted operating profit growth
by approximately 5 points in fiscal 2026.
Based on these assumptions, our key full-year fiscal 2026 targets
are summarized below:
●
Organic net sales are expected to range between down 1 percent and
up 1 percent.
●
Adjusted operating profit
is expected to
be down 10
to 15 percent in
constant currency from
the base of
$3.4 billion reported
in fiscal 2025.
●
Adjusted diluted
EPS is
expected
to be
down 10
to 15
percent in
constant currency
from the
base of
$4.21 earned
in fiscal
2025.
●
Free cash flow conversion is expected to be at least 95 percent of adjusted after-tax
earnings.
See the “Non-GAAP Measures” section below for a description of our
use of measures not defined by GAAP.
Certain terms used throughout this report are defined in a glossary in Item
8 of this report.
FISCAL 2025 CONSOLIDATED
RESULTS
OF OPERATIONS
In
fiscal
2025,
net
sales
and
organic
net
sales
decreased
2
percent
compared
to
fiscal
2024.
Operating
profit
of
$3,305
million
decreased
4
percent
compared
to
fiscal
2024,
primarily
driven
by
unfavorable
net
price
realization
and
mix,
an
increase
in
selling,
general,
and
administrative
(SG&A)
expenses,
legal
and
voluntary
recall
net
recoveries
recorded
in
fiscal
2024,
a
decrease
in
contributions from
volume growth, higher
restructuring and transformation
charges, higher
acquisition and divestiture
transaction and
integration
costs, and
an unfavorable
change in
the mark
-to-market
valuation
of
certain commodity
positions
and
grain
inventories.
These impacts were
partially offset by
impairment charges recorded
in fiscal 2024,
a divestiture gain related
to the sale of
our Canada
yogurt
business
in
fiscal
2025,
and
lower
input
costs.
Operating
profit
margin
of
17.0
percent
decreased
30
basis
points.
Adjusted
operating
profit
of
$3,353
million
decreased
7
percent
on
a
constant-currency
basis,
primarily
driven
by
unfavorable
net
price
realization
and
mix,
an
increase in
SG&A
expenses,
and
a decrease
in
contributions
from volume
growth,
partially
offset
by
lower
input costs. Adjusted
operating profit margin
decreased 90 basis
points to 17.2
percent. Diluted earnings
per share of
$4.10 decreased
5 percent compared
to fiscal 2024.
Adjusted diluted earnings
per share of
$4.21 decreased 7
percent on a
constant-currency basis (see
the “Non-GAAP Measures” section below for a description of our use of measures
not defined by GAAP).
19
A summary of our consolidated financial results for fiscal 2025 follows:
Fiscal 2025
In millions,
except per
share
Fiscal 2025 vs.
Fiscal 2024
Percent of Net
Sales
Constant-
Currency
Growth (a)
Net sales
$
19,486.6
(2)
%
Operating profit
3,304.8
(4)
%
17.0
%
Net earnings attributable to General Mills
2,295.2
(8)
%
Diluted earnings per share
$
4.10
(5)
%
Organic net sales growth rate (a)
(2)
%
Adjusted operating profit (a)
3,352.6
(7)
%
17.2
%
(7)
%
Adjusted diluted earnings per share (a)
$
4.21
(7)
%
(7)
%
(a)
See the “Non-GAAP Measures” section below for our use of measures not defined by
GAAP.
Consolidated
net sales
were as follows:
Fiscal 2025
Fiscal 2025 vs.
Fiscal 2024
Fiscal 2024
Net sales (in millions)
$
19,486.6
(2)
%
$
19,857.2
Contributions from volume growth (a)
(1)
pt
Net price realization and mix
(1)
pt
Foreign currency exchange
Flat
Note: Table may
not foot due to rounding
(a) Measured in tons based on the stated weight of our product shipments.
Net sales
in fiscal
2025 decreased
2 percent
compared to
fiscal 2024,
driven by
a decrease
in contributions
from volume
growth and
unfavorable net price realization and mix.
Components of organic net sales growth are shown in the following
table:
Fiscal 2025 vs. Fiscal 2024
Contributions from organic volume growth (a)
Flat
Organic net price realization and mix
(1)
pt
Organic net sales growth
(2)
pts
Foreign currency exchange
Flat
Acquisitions and divestiture
Flat
Net sales growth
(2)
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 in
fiscal 2025
decreased 2
percent compared
to fiscal 2024,
driven by
unfavorable organic
net price realization
and
mix.
Cost of
sales
decreased $172 million
in fiscal
2025 to
$12,754 million. The
decrease was
primarily driven
by a
$95 million
decrease
attributable to lower
volume and an $89
million decrease attributable
to product rate and mix.
We
recorded a $16 million
net decrease
in cost of
sales related to
the mark-to-market valuation
of certain commodity
positions and grain
inventories in fiscal
2025, compared
to a net decrease
of $39 million in
fiscal 2024 (please refer
to Note 8 to
the Consolidated Financial
Statements in Item
8 of this report
for
additional
information).
We
also
recorded
$9
million
of
restructuring
charges
in
fiscal
2025
compared
to
$18
million
of
restructuring charges
and $2 million
of restructuring initiative
project-related costs in
cost of sales
in fiscal 2024
(please refer to
Note
4 to the Consolidated Financial Statements in Item 8 of this report for additional
information).
Gross
margin
decreased
3
percent
in
fiscal
2025
compared
to
fiscal
2024.
Gross
margin
as
a
percent
of
net
sales
of
34.6
percent
decreased 30 basis points compared to fiscal 2024.
SG&A expenses
increased $187 million to
$3,446 million in fiscal 2025
compared to fiscal 2024
primarily driven by a
legal recovery
in fiscal 2024, transaction
and integration costs recorded
in fiscal 2025 related to
the definitive agreements to
sell our North American
yogurt businesses
and costs
related to
the Whitebridge
Pet Brands
acquisition,
the addition
of a
pet food
business in
Europe in
fiscal
20
2024,
and net recoveries
recorded in fiscal
2024 from the
fiscal 2023 voluntary
recall on certain
international
Häagen-Dazs
ice cream
products. SG&A expenses as a percent of net sales in fiscal 2025
increased 130 basis points compared to fiscal 2024.
Divestitures
gain, net
totaled $96 million in fiscal 2025
related to the sale of our Canada yogurt business (please refer
to Note 3 to the
Consolidated Financial Statements in Item 8 of this report).
Restructuring,
transformation,
impairment,
and other
exit
costs
totaled
$78
million in
fiscal 202
5
compared
to $241
million
in
fiscal 2024. In fiscal 2025, we approved a multi-year global transformation
initiative to drive increased productivity by enhancing end-
to-end
business
processes,
enabled
by
targeted
organizational
actions,
and
as
a
result,
we
recorded
$70
million
of
charges
in
fiscal
2025.
We
also recorded
$8 million
of restructuring
charges in
fiscal 2025
related to
actions previously
announced.
In fiscal 2024,
we
recorded a
$117
million non-cash
goodwill impairment
charge
related to
our Latin
America reporting
unit and
$103 million
of non-
cash
impairment
charges
related
to
our
Top
Chews
,
True
Chews
,
and
EPIC
brand
intangible
assets.
In
fiscal
2024,
we
approved
restructuring
actions to
enhance the
go-to-market
commercial strategy
and associated
organizational
structure of
our North
America
Pet segment,
and as
a result,
we recorded
$17 million
of charges
in fiscal
- Please
refer to
Note 4
to the
Consolidated Financial
Statements in Item 8 of this report for additional information.
Benefit
plan
non-service
income
totaled
$54
million
in
fiscal
2025
compared
to
$76 million
in
fiscal
2024,
primarily
reflecting
higher amortization
of losses
and higher
interest costs
(please refer
to Note
14 to
the Consolidated
Financial Statements
in Item
8 of
this report for additional information).
Interest,
net
for fiscal
2025 totaled
$524 million, $45
million higher
than fiscal
2024, primarily
driven by
higher average
long-term
debt levels.
Our
effective tax rate
for fiscal 2025 was 20.2 percent compared
to 19.6 percent in fiscal 2024. The 0.6
percentage point increase was
primarily driven
by certain nonrecurring
tax benefits in
fiscal 2024, partially
offset by favorable
earnings mix by
jurisdiction in fiscal
- Our
adjusted
effective
tax rate
was 20.6
percent in
fiscal 2025
compared
to 20.1
percent in
fiscal 2024
(see the
“Non-GAAP
Measures”
section
below
for
a
description
of
our
use
of
measures
not
defined
by
GAAP).
The
0.5
percentage
point
increase
was
primarily
due
to
certain
nonrecurring
tax
benefits
in
fiscal
2024,
partially
offset
by
favorable
earnings
mix
by
jurisdiction
in
fiscal
2025.
After-tax
earnings from
joint ventures
decreased
to
$58 million
in
fiscal
2025
compared
to
$85
million
in
fiscal
2024,
primarily
driven
by our
share of
asset impairment
charges
at CPW
in
fiscal
2025.
On
a constant
-currency
basis,
after-tax
earnings from
joint
ventures decreased
29 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:
Fiscal 2025 vs. Fiscal 2024
CPW
HDJ
Total
Contributions from volume growth (a)
(4)
pts
4
pts
Net price realization and mix
3
pts
(1)
pt
Net sales growth in constant currency
(1)
pts
3
pts
(1)
pt
Foreign currency exchange
(3)
pts
(2)
pts
(3)
pts
Net sales growth
(4)
pts
1
pt
(3)
pts
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
Net earnings attributable to noncontrolling interests
increased to $24 million in fiscal 2025
compared to $22 million in fiscal 2024.
Average diluted shares
outstanding
decreased by 22 million in fiscal 2025 from fiscal 2024 primarily due to share repurchase
s.
RESULTS
OF SEGMENT OPERATIONS
Our
businesses
are
organized
into
four
operating
segments:
North
America
Retail,
International,
North
America
Pet,
and
North
America Foodservice.
21
The following tables provide
the dollar amount and percentage
of net sales and operating
profit from each segment for
fiscal 2025 and
fiscal 2024:
Fiscal Year
2025
2024
In Millions
Dollars
Percent of Total
Dollars
Percent of Total
Net Sales
North America Retail
$
11,907.0
61
%
$
12,473.4
63
%
International
2,797.8
14
2,746.5
14
North America Pet
2,470.8
13
2,375.8
12
North America Foodservice
2,300.9
12
2,258.7
11
Total
$
19,476.5
100
%
$
19,854.4
100
%
Segment Operating Profit
North America Retail
$
2,729.9
73
%
$
3,080.4
77
%
International
96.4
3
125.2
3
North America Pet
501.0
14
485.9
12
North America Foodservice
355.4
10
315.5
8
Total
$
3,682.7
100
%
$
4,007.0
100
%
Net sales of $10.1
million in fiscal 2025
and $2.8 million in
fiscal 2024 related to
a business managed
by our Strategic Growth
Office
are included within corporate and other net sales, which is reported separately
from segment net sales.
Segment
operating
profit
as
reviewed
by
our
executive
management
excludes
unallocated
corporate
items,
net
gain
or
loss
on
divestitures, and restructuring, transformation, impairment, and other
exit costs that are centrally managed.
NORTH AMERICA RETAIL
SEGMENT
Our North America Retail
operating segment reflects business
with a wide variety of
grocery stores, mass merchandisers, membership
stores,
natural
food
chains,
drug,
dollar
and
discount
chains,
convenience
stores,
and
e-commerce
grocery
providers.
Our
product
categories
in
this
business
segment
are
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.
North America Retail net sales were as follows:
Fiscal 2025
Fiscal 2025 vs. 2024
Percentage Change
Fiscal 2024
Net sales (in millions)
$
11,907.0
(5)
%
$
12,473.4
Contributions from volume growth (a)
(4)
pts
Net price realization and mix
Flat
Foreign currency exchange
Flat
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
North America Retail
net sales decreased
5 percent in
fiscal 2025 compared
to fiscal 2024, driven
by a decrease in
contributions from
volume growth.
22
The components of North America Retail organic net
sales growth are shown in the following table:
Fiscal 2025 vs. 2024
Percentage Change
Contributions from organic volume growth (a)
(2)
pts
Organic net price realization and mix
(1)
pt
Organic net sales growth
(3)
pts
Foreign currency exchange
Flat
Divestiture (b)
(1)
pt
Net sales growth
(5)
pts
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
(b)
Divestiture
of
Canada
yogurt
business
in
the
third
quarter
of
fiscal
2025.
Please
refer
to
Note
3
to
the
Consolidated
Financial
Statements in Part II, Item 8 of this report.
North
America
Retail
organic
net
sales
decreased
3
percent
in
fiscal
2025
compared
to
fiscal
2024,
driven
by
a
decrease
in
contributions from organic volume growth and unfavorable
organic net price realization and mix.
Net sales for our North America Retail operating units are shown in the following table:
In Millions
Fiscal 2025
Fiscal 2025 vs. 2024
Percentage Change
Fiscal 2024
U.S. Meals & Baking Solutions
$
4,238.9
(2)
%
$
4,324.3
U.S. Morning Foods
3,439.9
(3)
%
3,561.8
U.S. Snacks
3,356.3
(5)
%
3,538.9
Canada (a)
871.9
(17)
%
1,048.4
Total
$
11,907.0
(5)
%
$
12,473.4
(a)
On
a
constant
currency
basis,
Canada
operating
unit
net
sales
decreased
14
percent
in
fiscal
2025.
See
the
“Non-GAAP
Measures” section below for our use of this measure not defined by GAAP.
Segment operating
profit decreased
11
percent to
$2,730 million in
fiscal 2025
compared to
$3,080 million
in fiscal
2024, primarily
driven by a
decrease in contributions
from volume growth,
higher input costs,
and unfavorable net
price realization
and mix, partially
offset by lower
SG&A expenses. Segment
operating profit decreased
11 percent
on a constant-currency
basis in fiscal 2025
compared
to fiscal 2024 (see the “Non-GAAP Measures” section below for our use
of this measure not defined by GAAP).
INTERNATIONAL SEGMENT
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
pet
food
products.
We
also
sell
super-premium
ice
cream
and
frozen
desserts
directly
to
consumers
through owned
retail shops. Our
International segment
also includes products
manufactured in
the United States
for export, mainly
to
Caribbean and Latin American markets, as well as products we
manufacture for sale to our international joint ventures. Revenu
es from
export activities are reported in the region or country where the end customer
is located.
International net sales were as follows:
Fiscal 2025
Fiscal 2025 vs. 2024
Percentage Change
Fiscal 2024
Net sales (in millions)
$
2,797.8
2
%
$
2,746.5
Contributions from volume growth (a)
3
pts
Net price realization and mix
1
pt
Foreign currency exchange
(2)
pts
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
International net
sales increased 2
percent in fiscal
2025 compared to
fiscal 2024, driven
by an increase
in contributions from
volume
growth and favorable net price realization and mix, partially offset
by unfavorable foreign currency exchange.
23
The components of International organic net sales growth
are shown in the following table:
Fiscal 2025 vs. 2024
Percentage Change
Contributions from organic volume growth (a)
1
pt
Organic net price realization and mix
Flat
Organic net sales growth
Flat
Foreign currency exchange
(2)
pts
Acquisition (b)
4
pts
Net sales growth
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 a pet food business in Europe in fiscal 2024. Please refer to Note
3 to the Consolidated Financial Statements in Part
II, Item 8 of this report.
International organic net sales in fiscal 2025 essentially matched
fiscal 2024.
Segment
operating
profit decreased
23
percent to
$96 million
in fiscal
2025 compared
to $125
million
in 2024,
primarily
driven by
higher
SG&A
expenses
and
unfavorable
net
price
realization
and
mix,
partially
offset
by
lower
input
costs
and
an
increase
in
contributions
from
volume
growth.
Segment
operating
profit
decreased
33
percent
on
a
constant-currency
basis
in
fiscal
2025
compared to fiscal 2024 (see the “Non-GAAP Measures” section below
for our use of this measure not defined by GAAP).
NORTH AMERICA PET SEGMENT
Our North
America Pet
operating segment
includes pet
food products
sold primarily
in the
United States
and Canada
in national
pet
superstore
chains,
e-commerce
retailers,
grocery
stores,
regional
pet
store
chains,
mass
merchandisers,
and
veterinary
clinics
and
hospitals.
Our
product
categories
include
dog
and
cat
food
(dry
foods,
wet
foods,
and
treats)
made
with
whole
meats,
fruits,
and
vegetables
and
other
high-quality
natural
ingredients.
Our tailored
pet
product
offerings
address
specific
dietary,
lifestyle,
and
life-
stage needs
and span
different product
types, diet
types, breed
sizes for
dogs, life
stages, flavors,
product functions,
and textures
and
cuts for wet foods.
North America Pet net sales were as follows:
Fiscal 2025
Fiscal 2025 vs. 2024
Percentage Change
Fiscal 2024
Net sales (in millions)
$
2,470.8
4
%
$
2,375.8
Contributions from volume growth (a)
4
pts
Net price realization and mix
Flat
Foreign currency exchange
Flat
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
North America
Pet net
sales increased
4 percent
in fiscal
2025 compared
to fiscal
2024, driven
by an
increase in
contributions from
volume growth.
24
The components of North America Pet organic net sales growth
are shown in the following table:
Fiscal 2025 vs. 2024
Percentage Change
Contributions from organic volume growth (a)
3
pts
Organic net price realization and mix
(2)
pts
Organic net sales growth
Flat
Foreign currency exchange
Flat
Acquisition (b)
4
pts
Net sales growth
4
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 Whitebridge
Pet Brands business in
fiscal 2025. Please
refer to Note 3
to the Consolidated
Financial Statements in
Part II, Item 8 of this report.
North America Pet organic net sales in fiscal 2025 essentially matched
fiscal 2024.
North
America
Pet
operating
profit
increased
3
percent
to
$501 million
in
fiscal
2025,
compared
to
$486 million
in
fiscal
2024,
primarily driven by an increase in contributions
from volume growth and lower input costs, partially offset
by higher SG&A expenses,
including increased media and advertising expenses,
and unfavorable net price realization and mix. Segment
operating profit increased
3 percent
on a
constant-currency basis
in fiscal
2025 compared
to fiscal
2024 (see
the “Non-GAAP
Measures” section
below for
our
use of this measure not defined by GAAP).
NORTH AMERICA FOODSERVICE SEGMENT
Our
North
America
Foodservice
segment
consists
of
foodservice
businesses
in
the
United
States
and
Canada.
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.
North America Foodservice net sales were as follows:
Fiscal 2025
Fiscal 2025 vs. 2024
Percentage Change
Fiscal 2024
Net sales (in millions)
$
2,300.9
2
%
$
2,258.7
Contributions from volume growth (a)
1
pt
Net price realization and mix
1
pt
Foreign currency exchange
Flat
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
North America Foodservice net sales increased 2 percent in fiscal
2025 compared to fiscal 2024, driven by an increase in
contributions
from volume growth and favorable net price realization and mix.
The components of North America Foodservice organic
net sales growth are shown in the following table:
Fiscal 2025 vs. 2024
Percentage Change
Contributions from organic volume growth (a)
1
pt
Organic net price realization and mix
1
pt
Organic net sales growth
2
pts
Foreign currency exchange
Flat
Net sales growth
2
pts
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the standard weight of our product shipments.
25
North
America
Foodservice
organic
net
sales
increased
2
percent
in
fiscal
2025
compared
to
fiscal
2024,
driven
by
an
increase
in
contributions from organic volume growth and favorable
organic net price realization and mix.
Segment
operating
profit
increased
13
percent
to
$355 million
in
fiscal
2025,
compared
to
$316 million
in
fiscal
2024,
primarily
driven by favorable
net price realization and
mix. Segment operating
profit increased 13 percent
on a constant-currency
basis in fiscal
2025 compared to fiscal 2024 (see the “Non-GAAP Measures” section below
for our use of this measure not defined by GAAP).
UNALLOCATED CORPORATE
ITEMS
Unallocated
corporate
items
include
corporate
overhead
expenses,
variances
to
planned
domestic
employee
benefits
and
incentives,
certain
charitable
contributions,
restructuring
initiative project-related
costs,
gains and
losses on
corporate
investments,
results
from
certain businesses managed by our Strategic Growth Office,
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 positions until
passed back to our operating segments. These items affecting
operating profit
are
centrally
managed
at
the
corporate
level
and
are
excluded
from
the
measure
of
segment
profitability
reviewed
by
executive
management.
Under
our
supply
chain
organization,
our
manufacturing,
warehouse,
and
distribution
activities
are
substantially
integrated
across
our
operations
in
order
to
maximize
efficiency
and
productivity.
As
a
result,
fixed
assets
and
depreciation
and
amortization expenses are neither maintained nor available by operating
segment.
Unallocated corporate
expense totaled
$396 million
in fiscal 2025
,
compared to
$334 million
last year.
In fiscal
2024, we
recorded a
$53
million
legal
recovery.
We
recorded
$49
million
of
transaction
costs
related
to
the
definitive
agreements
to
sell
our
North
American yogurt businesses and the Whitebridge Pet Brands acquisition
in fiscal 2025, compared to $14 million of transaction costs in
fiscal 2024, primarily
related to our
acquisition of a
pet food business
in Europe.
We
also recorded $14
million of integration
costs in
fiscal 2025,
related to
the acquisition
of Whitebridge
Pet Brands
and the
acquisition of
a pet
food business
in Europe.
In fiscal
2024,
we
recorded
$30
million
of
net recoveries
related
to
a
voluntary
recall
on
certain
international
Häagen-Dazs
ice
cream
products
in
fiscal 2023. We
recorded a $16 million net decrease in expense related to the mark-to-market
valuation of certain commodity positions
and grain
inventories in fiscal
2025, compared
to a $39
million net decrease
in expense
last year.
In addition,
we recorded $8
million
of net losses related to valuation adjustments in fiscal 2025,
compared to $18 million of net losses related to valuation
adjustments and
the
sale
of
corporate
investments
in
fiscal
2024.
We
recorded
$9
million
of
restructuring
charges
and
$1
million
of
restructuring
initiative
project-related
costs
in
cost
of
sales
in
fiscal
2025,
compared
to
$18
million
of
restructuring
charges
and
$2
million
of
restructuring
initiative
project-related
costs
in
cost
of
sales
in
fiscal
2024.
Certain
compensation
and
benefit
related
expenses
decreased in fiscal 2025 compared to fiscal 2024.
IMPACT OF INFLATION
We
experienced broad-based global input cost inflation
of 4 percent in fiscal 2025 and fiscal 2024. We
expect approximately 3 percent
input cost inflation
in fiscal 2026
before the impact
of newly enacted
tariffs. We
expect the gross
risk of newly
enacted tariffs
to be 1
to 2 percent
of cost of
goods sold, and
we are attempting
to mitigate tariff
risk through
various methods.
We
attempt to minimize
the
effects
of
inflation
through
HMM,
Strategic
Revenue
Management
(SRM),
planning,
and
operating
practices.
Our
market
risk
management practices are discussed in Item 7A of this report.
LIQUIDITY AND CAPITAL
RESOURCES
The primary source of our
liquidity is cash flow from
operations. Over the most recent
two-year period, our operations have
generated
$6.2 billion
in cash.
A substantial
portion of
this operating
cash flow
has been
returned to
shareholders through
dividends and
share
repurchases.
We
also
use
cash
from
operations
to
fund
our
capital
expenditures,
acquisitions,
and
debt
service.
We
typically
use
a
combination
of
cash,
notes
payable,
and
long-term
debt,
and
occasionally
issue
shares
of
common
stock,
to
finance
significant
acquisitions.
As of
May
25,
2025,
we had
$316
million
of cash
and
cash equivalents
held
in foreign
jurisdictions.
In
anticipation
of
repatriating
funds
from
foreign
jurisdictions,
we
record
local
country
withholding
taxes
on
our
international
earnings,
as
applicable.
We
may
repatriate our
cash and
cash equivalents
held by
our foreign
subsidiaries without
such funds
being subject
to further
U.S. income
tax
liability. Earnings
prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in
those jurisdictions.
26
Cash Flows from Operations
Fiscal Year
In Millions
2025
2024
Net earnings, including earnings attributable to noncontrolling interests
$
2,318.9
$
2,518.6
Depreciation and amortization
539.0
552.7
After-tax earnings from joint ventures
(57.6)
(84.8)
Distributions of earnings from joint ventures
44.6
50.4
Stock-based compensation
91.7
95.3
Deferred income taxes
(120.9)
(48.5)
Pension and other postretirement benefit plan contributions
(30.8)
(30.1)
Pension and other postretirement benefit plan costs
(12.7)
(27.0)
Divestitures gain, net
(95.9)
-
Restructuring, transformation, impairment, and other exit costs
74.3
223.5
Changes in current assets and liabilities, excluding the effects of
acquisitions and divestitures
192.4
10.6
Other, net
(24.8)
41.9
Net cash provided by operating activities
$
2,918.2
$
3,302.6
During
fiscal
2025,
cash
provided
by
operations
was
$2,918
million
compared
to
$3,303 million
in
the
same
period
last
year.
The
$384 million decrease was
primarily driven by a
$296 million decrease in net
earnings excluding the impact
of the divestiture in fiscal
2025, and a $149 million change in restructuring, transformation,
impairment, and other exit costs.
We
strive
to
grow
core
working
capital
at
or
below
the
rate
of
growth
in
our
net
sales.
For
fiscal
2025,
core
working
capital
net
liability
decreased
23
percent,
compared
to
a
net
sales
decrease
of
2
percent.
The
core
working
capital
net
liability
decreased
$90
million from $393
million in fiscal
2024
to $303 million
in fiscal 2025,
primarily due to
an increase in
receivables, partially offset
by
an increase in accounts payable.
Cash Flows from Investing Activities
Fiscal Year
In Millions
2025
2024
Purchases of land, buildings, and equipment
$
(625.3)
$
(774.1)
Acquisitions, net of cash acquired
(1,419.3)
(451.9)
Investments in affiliates, net
13.3
(2.7)
Proceeds from disposal of land, buildings, and equipment
1.1
0.8
Proceeds from divestitures, net of cash divested
241.8
-
Other, net
(6.5)
30.5
Net cash used by investing activities
$
(1,794.9)
$
(1,197.4)
In
fiscal
2025,
we
used
$1,795 million
of
cash
through
investing
activities
compared
to $1,197
million
in
fiscal
2024.
We
invested
$625 million in land, buildings, and equipment in fiscal 2025, a
decrease of $149 million from fiscal 2024.
During fiscal 2025, we acquired Whitebridge Pet Brands for $1,412
million cash, net of cash acquired.
During fiscal 2025, we
completed the sale of our Canada yogurt business for $242 million cash.
During fiscal 2024, we acquired a pet food business in
Europe for $426 million cash, net of cash acquired, and we paid an additional
$8 million purchase price holdback after certain closing
conditions were met in fiscal 2025.
We
expect
capital
expenditures
to
be
approximately
3.5
percent
of
reported
net
sales
in
fiscal
2026.
These
expenditures
will
fund
initiatives that are expected to fuel growth, support innovative products,
and continue HMM initiatives throughout the supply chain.
27
Cash Flows from Financing Activities
Fiscal Year
In Millions
2025
2024
Change in notes payable
$
667.1
$
(20.5)
Issuance of long-term debt
2,354.9
2,065.2
Payment of long-term debt
(1,300.0)
(901.5)
Repurchase of Class A limited membership interests in General Mills Cereals, LLC
(252.8)
-
Proceeds from common stock issued on exercised options
43.0
25.5
Purchases of common stock for treasury
(1,202.9)
(2,002.4)
Dividends paid
(1,338.7)
(1,363.4)
Distributions to noncontrolling interest holders
(21.6)
(21.3)
Other, net
(129.1)
(53.9)
Net cash used by financing activities
$
(1,180.1)
$
(2,272.3)
Financing
activities used
$1,180 million of
cash in
fiscal 2025
compared to
$2,272 million
in fiscal
- We
had $1,722 million
of
net debt
issuances in
fiscal 2025
compared to
$1,143 million of
net debt
issuances in
fiscal 2024.
For more
information on
our debt
issuances and payments, please refer to Note 9 to the Consolidated Financial Statements
in Item 8 of this report.
During fiscal 2025, we
received $43 million of net
proceeds from common stock
issued on exercised options
compared to $26 million
in fiscal 2024.
During fiscal 2025, we purchased
the outstanding Class A limited
membership interests in General
Mills Cereals, LLC (GMC Class A
Interests)
from
the third-party
holder
for
$253 million.
For more
information,
please refer
to Note
10 to
the Consolidated
Financial
Statements in Item 8 of this report.
During fiscal 2025, we
repurchased 19 million shares
of our common stock for
$1,203 million. During fiscal 2024,
we repurchased 29
million shares of our common stock for $2,002 million.
Dividends paid in fiscal 2025 totaled
$1,339 million, or $2.40 per share.
Dividends paid in fiscal 2024
totaled $1,363 million, or $2.36
per share.
Selected Cash Flows from Joint Ventures
Selected cash flows from our joint ventures are set forth in the following table:
Fiscal Year
Inflow (Outflow), in Millions
2025
2024
Investments in affiliates, net
$
13.3
$
(2.7)
Dividends received
44.6
50.4
The following table details the credit facilities and lines of credit we had available
as of May 25, 2025:
In Millions
Borrowing Capacity
Borrowed Amount
Committed credit facility expiring October 2029
$
2,700.0
$
-
Uncommitted credit facilities and lines of credit
703.7
7.6
Total
$
3,403.7
$
7.6
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
and
our
credit
facilities
contain
restrictive
covenants.
As
of
May
25,
2025,
we
were
in
compliance with all of these covenants.
We have
$1,528 million of long-term debt maturing
in the next 12 months that
is classified as current, including
€500 million of 0.125
percent fixed-rate notes due November 15, 2025,
€600 million of 0.45 percent fixed-rate notes due January
15, 2026, and €250 million
28
of
floating-rate
notes
due
April 22,
2026.
We
believe
that cash
flows
from
operations,
together
with available
short- and
long-term
debt financing, will be adequate to meet our material contractual
obligations and overall liquidity and capital needs
for at least the next
12 months.
As of May
25, 2025,
our total debt,
including the
impact of derivative
instruments designated
as hedges,
was 74 percent
in fixed-rate
and 26
percent in
floating-rate instruments,
compared to
85 percent
in fixed-rate
and 15
percent in
floating-rate instruments
on May
26, 2024.
CRITICAL ACCOUNTING ESTIMATES
For a complete description of our
significant accounting policies, please see Note
2 to the Consolidated Financial
Statements in Item 8
of this report. Our critical accounting
estimates are those that have
a meaningful impact on the reporting of our
financial condition and
results of operations.
These estimates include
our accounting for
revenue recognition, valuation
of long-lived assets,
intangible assets,
income taxes, and defined benefit pension, other postretirement benefit,
and postemployment benefit plans.
Revenue Recognition
Our
revenues
are
reported
net
of
variable
consideration
and
consideration
payable
to
our
customers,
including
trade
promotion,
consumer
coupon
redemption,
and
other
reductions
to
the
transaction
price,
including
estimated
allowances
for
returns,
unsalable
product,
and
prompt
pay
discounts.
Trade
promotions
are
recorded
using
significant
judgment
of
estimated
participation
and
performance levels
for offered
programs at the
time of sale.
Differences between
the estimated and
actual reduction to
the transaction
price
are recognized
as a
change
in estimate
in a
subsequent
period.
Our accrued
trade and
coupon promotion
liabilities
were
$470
million
as
of
May
25,
2025,
and
$425
million
as
of
May
26,
2024.
Because
these
amounts
are
significant,
if
our
estimates
are
inaccurate we would have to make adjustments in subsequent periods that
could have a significant effect on our results of operations.
Valuation
of Long-Lived Assets
We
estimate
the useful
lives
of long
-lived
assets and
make
estimates concerning
undiscounted
cash flows
to review
for impairment
whenever
events or
changes in
circumstances indicate
that the
carrying
amount of
an asset
(or asset
group)
may not
be recoverable.
Fair value is measured using discounted cash flows or independent appraisals,
as appropriate.
Intangible Assets
Goodwill
and
other
indefinite-lived
intangible
assets
are
not
subject
to
amortization
and
are
tested
for
impairment
annually
and
whenever
events or
changes in
circumstances
indicate
that impairment
may have
occurred. Our
estimates of
fair value
for
goodwill
impairment
testing
are determined
based on
a
discounted
cash
flow
model.
We
use
inputs from
our
long-range
planning
process to
determine
growth
rates
for
sales
and
profits.
We
also
make
estimates
of
discount
rates,
perpetuity
growth
assumptions,
market
comparables, and other factors.
We evaluate the
useful lives of our other intangible assets, mainly brands, to
determine if they are finite or indefinite-lived.
Reaching a
determination
on
useful
life
requires
significant
judgments
and
assumptions
regarding
the
future
effects
of
obsolescence,
demand,
competition, other economic
factors (such as the
stability of the industry,
known technological advances,
legislative action that
results
in an uncertain or
changing regulatory environment,
and expected changes in
distribution channels), the level
of required maintenance
expenditures,
and
the
expected
lives
of
other
related
groups
of
assets.
Intangible
assets
that
are
deemed
to
have
finite
lives
are
amortized
on a
straight-line basis
over their
useful lives,
generally
ranging from
4 to
30 years.
Our estimate
of the
fair value
of our
brand
assets
is
based
on
a
discounted
cash
flow
model
using
inputs
which
include
projected
revenues
from
our
long-range
plan,
assumed royalty rates that could be payable if we did not own the brands, and a discount
rate.
As of
May
25,
2025,
we
had
$22 billion
of
goodwill
and
indefinite-lived
intangible
assets. While
we
currently
believe
that
the
fair
value of each
intangible exceeds its carrying
value,
and that those intangibles
will contribute indefinitely
to our cash flows,
materially
different
assumptions
regarding
future performance
of our
businesses
or
a different
weighted-average
cost
of capital
could
result
in
material impairment losses
and amortization expense.
We
performed our fiscal
2025
assessment of our
intangible assets as of
the first
day
of
the
second
quarter
of
fiscal
2025,
and
we
determined
there
was
no
impairment
of
our
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
2025 assessment
date, the
Progresso
,
Nudges
,
True
Chews
, and
Kitano
brand intangible
assets had risk of decreasing coverage. We
will continue to monitor these businesses for potential impairment
.
Income Taxes
We
apply a more-likely-than-not
threshold to the
recognition and derecognition
of uncertain tax
positions. Accordingly,
we recognize
the amount of
tax benefit that
has a greater
than 50 percent
likelihood of being
ultimately realized upon
settlement. Future
changes in
judgment related
to the
expected ultimate
resolution of
uncertain tax
positions will
affect earnings
in the
period of
such change.
For
more information on income taxes, please see Note 15 to the Consolidated Financial
Statements in Item 8 of this report.
29
Defined Benefit Pension, Other Postretirement Benefit, and Postemployment
Benefit Plans
We have
defined benefit pension plans covering
many employees in the United States,
Canada, Switzerland, and the United
Kingdom.
We also
sponsor plans that provide
health care benefits to
many of our retirees
in the United States, Canada,
and Brazil. Under certain
circumstances,
we
also
provide
accruable
benefits,
primarily
severance,
to
former
and
inactive
employees
in
the
United
States,
Canada,
and
Mexico.
Please see
Note
14
to
the
Consolidated
Financial
Statements
in
Item
8
of
this
report
for
a
description
of
our
defined benefit pension, other postretirement benefit, and postemployment
benefit plans.
We
recognize
benefits
provided
during
retirement
or
following
employment
over
the
plan
participants’
active
working
lives.
Accordingly,
we
make
various
assumptions
to
predict
and
measure
costs
and
obligations
many
years
prior
to
the
settlement
of
our
obligations.
Assumptions
that
require
significant
management
judgment
and
have
a material
impact
on
the
measurement
of
our
net
periodic
benefit
expense
or
income
and
accumulated
benefit
obligations
include
the
long-term
rates
of
return
on
plan
assets,
the
interest rates used to discount the obligations for our benefit plans, and health
care cost trend rates.
Expected Rate of Return on Plan Assets
Our expected
rate of return
on plan assets
is determined
by our asset
allocation, our
historical long-term
investment performance,
our
estimate of future long-term returns
by asset class (using input from our
actuaries, investment services, and investment
managers), and
long-term inflation
assumptions. We
review this assumption
annually for
each plan; however,
our annual
investment performance
for
one particular year does not, by itself, significantly influence our evaluation.
Our
historical
investment
returns
(compound
annual
growth
rates)
for
our
United
States
defined
benefit
pension
and
other
postretirement benefit
plan assets
were 4.0
percent in
the 1-year
period ended
May 25,
2025, and
returns of
0.2 percent,
4.3 percent,
6.7 percent, and 6.2 percent for the 5, 10, 15, and 20-year periods ended
May 25, 2025.
On a weighted
-average basis, the
expected rate
of return for
all defined
benefit plans
and other postretirement
plans was 7.63
percent
and 7.79
percent for fiscal
2025, 7.13
percent and 7.34
percent for
fiscal 2024, and
6.70 percent and
6.76 percent for
fiscal 2023. For
fiscal
2026,
we
decreased
our
weighted-average
expected
rate
of
return
on
plan
assets
due
to
an
increase
in
bond
asset
allocation
policy for
our principal
defined benefit
pension and
other postretirement
plans in
the United
States to
7.60 percent
and 7.40
percent,
respectively.
Lowering
the
expected
long-term
rate
of
return
on
assets
by
100
basis
points
would
increase
our
net
pension
and
postretirement
expense by $57 million for
fiscal 2026. A market-related
valuation basis is used to reduce
year-to-year expense volatility.
The market-
related valuation
recognizes certain
investment gains
or losses over
a five-year
period from
the year
in which
they occur.
Investment
gains or
losses for
this purpose
are the difference
between the
expected return
calculated using
the market-related
value of
assets and
the
actual
return
based
on
the
market-related
value
of
assets.
Our
outside
actuaries
perform
these
calculations
as
part
of
our
determination of annual expense or income.
Discount Rates
We
estimate
the
service
and
interest
cost
components
of
the
net
periodic
benefit
expense
for
our
United
States
and
most
of
our
international
defined
benefit
pension,
other
postretirement
benefit,
and
postemployment
benefit
plans
utilizing
a
full
yield
curve
approach
by applying
the specific
spot rates
along
the yield
curve used
to determine
the benefit
obligation
to the
relevant projected
cash flows. Our
discount rate assumptions
are determined annually
as of May 31
for our defined
benefit pension, other
postretirement
benefit,
and
postemployment
benefit
plan
obligations.
We
work
with
our
outside
actuaries
to
determine
the
timing
and
amount
of
expected future cash outflows to plan
participants and, using the Aa Above Median
corporate bond yield, to develop a forward
interest
rate curve, including
a margin to
that index based
on our credit
risk. This forward
interest rate curve
is applied to
our expected
future
cash outflows to determine our discount rate assumptions.
30
Our weighted-average discount rates were as follows:
Defined Benefit
Pension Plans
Other
Postretirement
Benefit Plans
Postemployment
Benefit Plans
Effective rate for fiscal 2026 service costs
6.02
%
6.11
%
5.42
%
Effective rate for fiscal 2026 interest costs
5.32
%
5.34
%
4.91
%
Obligations as of May 31, 2025
5.79
%
5.67
%
5.04
%
Effective rate for fiscal 2025 service costs
5.58
%
5.48
%
5.37
%
Effective rate for fiscal 2025 interest costs
5.40
%
5.28
%
5.05
%
Obligations as of May 31, 2024
5.52
%
5.52
%
5.05
%
Effective rate for fiscal 2024 service costs
5.27
%
5.15
%
5.00
%
Effective rate for fiscal 2024 interest costs
5.06
%
4.96
%
4.61
%
Lowering
the
discount
rates
by
100
basis
points
would
increase
our
net
defined
benefit
pension,
other
postretirement
benefit,
and
postemployment benefit plan expense
for fiscal 2026 by approximately
$27 million. All obligation-related
experience gains and losses
are amortized
using
a straight-line
method over
the average
remaining
service period
of active
plan participants
or over
the average
remaining lifetime of the remaining plan participants if the plan is viewed as “all or
almost all” inactive participants.
Health Care Cost Trend
Rates
We
review our
health care
cost trend
rates annually.
Our review
is based
on data
we collect
about our
health care
claims experience
and information
provided by our
actuaries. This information
includes recent
plan experience,
plan design, overall
industry experience
and projections, and
assumptions used by other
similar organizations.
Our initial health
care cost trend
rate is adjusted
as necessary to
remain consistent
with this
review,
recent experiences,
and short-term
expectations.
Our initial
health care
cost trend
rate assumption
is 7.9
percent for
retirees age
65 and
over and
7.9 percent
for retirees
under age
65 at
the end
of fiscal
- Rates
are graded
down
annually until
the ultimate
trend rate
of 4.5
percent is
reached in
2034 for
all retirees.
The trend
rates are
applicable for
calculations
only if
the retirees’
benefits increase
as a
result of
health care
inflation. The
ultimate trend
rate is
adjusted annually,
as necessary,
to
approximate
the
current
economic
view
on
the
rate
of
long-term
inflation
plus
an
appropriate
health
care
cost
premium.
Assumed
trend rates for health care costs have an important effect on the
amounts reported for the other postretirement benefit plans.
Any
arising
health
care
claims cost-related
experience
gain
or
loss is
recognized
in the
calculation
of expected
future claims.
Once
recognized, experience gains and
losses are amortized using a straight-line
method over the average remaining
service period of active
plan participants
or over
the average
remaining lifetime
of the
remaining plan
participants if
the plan
is viewed
as “all
or almost
all”
inactive participants.
Financial Statement Impact
In
fiscal
2025,
we
recorded
net
defined
benefit
pension,
other
postretirement
benefit,
and
postemployment
benefit
plan
expense
of
$9 million
compared to
$11 million
of income
in fiscal
2024 and
$6 million
of income
in fiscal
2023.
As of
May 25,
2025,
we had
cumulative unrecognized
actuarial net losses of
$2 billion on our
defined benefit pension plans
and cumulative unrecognized
actuarial
net gains of
$209 million on our
postretirement and postemployment
benefit plans. These
net unrecognized actuarial
losses will result
in
increases
in
our
future
net
pension
and
postretirement
benefit
expenses
because
they
currently
exceed
the
corridors
defined
by
GAAP.
Actual
future
net
defined
benefit
pension,
other
postretirement
benefit,
and
postemployment
benefit
plan
income
or
expense
will
depend on
investment performance,
changes in
future discount
rates, changes
in health care
cost trend
rates, and
other factors
related
to the populations participating in these plans.
RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting
Standards Board (FASB)
issued Accounting Standards Update (ASU)
2024-03 requiring
additional
income statement
disclosures. The
ASU requires
the disaggregation
of specific
categories of
expenses underlying
the line
items presented
on the
income statement.
Additionally,
the ASU
requires enhanced
disclosure of
selling expenses.
The requirements
of the ASU are effective for annual periods
beginning after December 15, 2026, and interim periods
within fiscal years beginning after
December
15,
2027.
For
us,
annual
reporting
requirements
will
be
effective
for
our
fiscal
2028
Form
10-K
and
interim
reporting
requirements will be
effective beginning
with our first
quarter of fiscal
- Early adoption
is permitted and
the amendments should
be applied on a prospective
basis. Retrospective application is permitted.
We
are in the process of
analyzing the impact of the
ASU on
our related disclosures.
31
In
December
2023,
the
FASB
issued
ASU
2023-09
requiring
enhanced
income
tax
disclosures.
The
ASU
requires
disclosure
of
specific
categories
and
disaggregation
of
information
in
the
rate
reconciliation
table.
The
ASU
also
requires
disclosure
of
disaggregated
information
related
to
income
taxes
paid,
income
or
loss
from
continuing
operations
before
income
tax
expense
or
benefit, and
income tax
expense or benefit
from continuing
operations. The
requirements of
the ASU are
effective for
annual periods
beginning after December 15, 2024,
which for us is fiscal 2026.
Early adoption is permitted
and the amendments should be
applied on
a prospective
basis. Retrospective
application is
permitted.
We
are in
the process
of analyzing
the impact
of the
ASU on
our related
disclosures.
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.
Divestiture gain
Divestiture gain
related to
the sale of
our Canada
yogurt business
in fiscal
- Please
refer to
Note 3
to the
Consolidated Financial
Statements in Item 8 of this report.
Restructuring and transformation charges
Restructuring
and
transformation
charges
related
to global
transformation
actions and
previously
announced
restructuring actions
in
fiscal 2025. Restructuring
charges related to
commercial strategy restructuring
actions and previously
announced restructuring
actions
in fiscal 2024. Please refer to Note 4 to the Consolidated Financial Statements
in Item 8 of this report.
Transaction costs
Fiscal 2025
transaction costs
related to
the definitive
agreements to
sell our
North American
yogurt businesses
and the
Whitebridge
Pet Brands
acquisition.
Transaction
costs primarily
related to
the acquisition
of a
pet food
business in
Europe in
fiscal 2024.
Please
refer to Note 3 to the Consolidated Financial Statements in Item 8 of this report.
CPW asset impairments
CPW impairment charges related to certain long-lived
assets recorded in fiscal 2025.
Mark-to-market effects
Net mark-to-market
valuation of
certain commodity
positions recognized
in unallocated
corporate items.
Please refer to
Note 8 to
the
Consolidated Financial Statements in Item 8 of this report.
Acquisition integration costs
Integration
costs
related
to
the
acquisitions
of
Whitebridge
Pet
Brands
and
a
pet
food
business
in
Europe
recorded
in
fiscal
2025.
Integration
costs
primarily
resulting
from
the
acquisition
of
TNT
Crust
in
fiscal
2024.
Please
refer
to
Note
3
to
the
Consolidated
Financial Statements in Item 8 of this report.
Capital appreciation paid on GMC Class A Interests
Capital account
appreciation
attributable
and paid
to the
third-party
holder of
GMC Class
A Interests
in fiscal
2025.
Please refer
to
Note 10 to the Consolidated Financial Statements in Item 8 of this report.
32
Investment activity, net
Valuation
adjustments of certain
corporate investments in
fiscal 2025. Valuation
adjustments and the
gain on sale
of certain corporate
investments in fiscal 2024.
Project-related costs
Restructuring
initiative
project-related
costs related
to previously
announced
restructuring
actions recorded
in fiscal
2025 and
fiscal
- Please refer to Note 4 to the Consolidated Financial Statements in
Item 8 of this report.
Goodwill and other intangible assets impairments
Non-cash impairment
charges related
to our Latin
America reporting unit
goodwill and our
Top
Chews
,
True Chews
, and
EPIC
brand
intangible assets in fiscal 2024. Please refer to Note 6 to the Consolidated Financial
Statements in Item 8 of this report.
Legal recovery
Legal recovery recorded in fiscal 2024.
Product recall, net
Recoveries recorded in fiscal 2024 related to the fiscal 2023 voluntary recall
of certain international
Häagen-Dazs
ice cream products,
net of costs incurred.
Organic Net Sales Growth Rates
We
provide organic
net sales
growth rates
for our
consolidated net
sales and
segment net
sales. This
measure is
used in
reporting to
our
Board
of
Directors
and
executive
management
and
as
a
component
of
the
measurement
of
our
performance
for
incentive
compensation
purposes.
We
believe that
organic net
sales growth
rates provide
useful information
to investors
because they
provide
transparency
to underlying
performance
in our
net sales
by excluding
the effect
that foreign
currency
exchange rate
fluctuations,
as
well
as
acquisitions,
divestitures,
and
a
53
rd
week,
when
applicable,
have
on
year-to-year
comparability.
A
reconciliation
of
these
measures to reported
net sales growth
rates, the relevant
GAAP measures, are
included in our
Consolidated Results of
Operations and
Results of Segment Operations discussions in the MD&A above.
Adjusted Operating Profit and Related Constant-currency Growth
Rate
This measure is used in reporting
to our Board of Directors and
executive management and as a
component of the measurement of
our
performance for
incentive compensation purposes.
We
believe that
this measure provides
useful information
to investors because
it is
the
operating
profit
measure
we
use
to
evaluate
operating
profit
performance
on
a
comparable
year-to-year
basis.
Additionally,
the
measure
is
evaluated
on
a
constant-currency
basis
by
excluding
the
effect
that
foreign
currency
exchange
rate
fluctuations
have
on
year-to-year comparability given the volatility in foreign
currency exchange rates.
Our adjusted operating profit growth on a constant-currency basis is calculated
as follows:
Fiscal Year
2025
2024
Change
Operating profit as reported
$
3,304.8
$
3,431.7
(4)
%
Divestiture gain
(95.9)
-
Restructuring and transformation charges
87.5
38.8
Transaction costs
49.1
14.0
Mark-to-market effects
(15.7)
(39.1)
Acquisition integration costs
13.9
0.2
Investment activity, net
8.3
18.5
Project-related costs
0.5
2.0
Goodwill and other intangible assets impairments
-
220.2
Legal recovery
-
(53.2)
Product recall, net
-
(30.3)
Adjusted operating profit
$
3,352.6
$
3,602.7
(7)
%
Foreign currency exchange impact
Flat
Adjusted operating profit growth, on a constant-currency basis
(7)
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
33
Adjusted Diluted EPS and Related Constant-currency Growth Rate
This measure
is used in
reporting to
our Board of
Directors and executive
management.
We
believe that
this measure provides
useful
information to
investors because it
is the profitability
measure we use
to evaluate earnings
performance on
a comparable year-to-year
basis.
The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted
EPS and the related constant-currency growth rate follows:
Fiscal Year
Per Share Data
2025
2024
Change
Diluted earnings per share, as reported
$
4.10
$
4.31
(5)
%
Divestiture gain
(0.15)
-
Restructuring and transformation charges
0.12
0.05
Transaction costs
0.07
0.02
CPW asset impairments
0.04
-
Mark-to-market effects
(0.02)
(0.05)
Acquisition integration costs
0.02
-
Capital appreciation paid on GMC Class A Interests
0.02
-
Investment activity, net
0.01
0.02
Goodwill and other intangible assets impairments
-
0.28
Legal recovery
-
(0.07)
Product recall, net
-
(0.04)
Adjusted diluted earnings per share
$
4.21
$
4.52
(7)
%
Foreign currency exchange impact
Flat
Adjusted diluted earnings per share growth, on a constant-currency basis
(7)
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see 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.
34
Free Cash Flow Conversion Rate
We
believe
this
measure
provides
useful
information
to
investors
because
it
is
important
for
assessing
our
efficiency
in
converting
earnings
to
cash
and
returning
cash
to
shareholders.
The
calculation
of
free
cash
flow
conversion
rate
and
net
cash
provided
by
operating activities conversion rate, its equivalent GAAP measure, follows:
In Millions
Fiscal 2025
Net earnings, including earnings attributable to noncontrolling interests, as reported
$
2,318.9
Divestiture gain, net of tax
(84.8)
Restructuring and transformation charges, net of tax
67.2
Transaction costs, net of tax
37.8
CPW asset impairments, net of tax
23.3
Mark-to-market effects, net of tax
(12.1)
Acquisition integration costs, net of tax
11.9
Investment activity, net,
net of tax
6.4
Project-related costs, net of tax
0.4
Adjusted net earnings, including earnings attributable to noncontrolling
interests
$
2,369.1
Net cash provided by operating activities
2,918.2
Purchases of land, buildings, and equipment
(625.3)
Free cash flow
$
2,292.9
Net cash provided by operating activities conversion rate
126%
Free cash flow conversion rate
97%
Note: Table may not foot due rounding.
For more information on the reconciling items, see 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
Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit
Margin)
We believe
this measure provides useful information
to investors because it is important
for assessing our operating profit margin
on a
comparable year-to-year basis.
Our adjusted operating profit margins are calculated as follows:
Fiscal Year
Percent of Net Sales
2025
2024
Operating profit as reported
$
3,304.8
17.0
%
$
3,431.7
17.3
%
Divestiture gain
(95.9)
(0.5)
%
-
-
%
Restructuring and transformation charges
87.5
0.4
%
38.8
0.2
%
Transaction costs
49.1
0.3
%
14.0
0.1
%
Mark-to-market effects
(15.7)
(0.1)
%
(39.1)
(0.2)
%
Acquisition integration costs
13.9
0.1
%
0.2
-
%
Investment activity, net
8.3
-
%
18.5
0.1
%
Project-related costs
0.5
-
%
2.0
-
%
Goodwill and other intangible assets impairments
-
-
%
220.2
1.1
%
Legal recovery
-
-
%
(53.2)
(0.3)
%
Product recall, net
-
-
%
(30.3)
(0.2)
%
Adjusted operating profit
$
3,352.6
17.2
%
$
3,602.7
18.1
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
36
Adjusted Effective Income Tax
Rates
We
believe
this
measure
provides
useful
information
to
investors
because
it
presents
the
adjusted
effective
income
tax
rate
on
a
comparable year-to-year basis.
Adjusted effective income tax rates are calculated as follows:
Fiscal Year
Ended
2025
2024
In Millions
(Except Per Share Data)
Pretax
Earnings (a)
Income
Taxes
Pretax
Earnings (a)
Income
Taxes
As reported
$
2,835.0
$
573.7
$
3,028.3
$
594.5
Divestiture gain
(95.9)
(11.1)
-
-
Restructuring and transformation charges
87.5
20.2
38.8
10.4
Transaction costs
49.1
11.3
14.0
2.1
Mark-to-market effects
(15.7)
(3.6)
(39.1)
(9.0)
Acquisition integration costs
13.9
2.0
0.2
0.1
Investment activity, net
8.3
1.9
18.5
5.9
Project-related costs
0.5
0.2
2.0
0.7
Goodwill and other intangible assets impairments
-
-
220.2
58.4
Legal recovery
-
-
(53.2)
(12.9)
Product recall, net
-
-
(30.3)
(7.0)
As adjusted
$
2,882.7
$
594.6
$
3,199.4
$
643.1
Effective tax rate:
As reported
20.2%
19.6%
As adjusted
20.6%
20.1%
Sum of adjustments to income taxes
$
20.9
$
48.6
Average number
of common shares - diluted EPS
557.5
579.5
Impact of income tax adjustments on adjusted diluted EPS
$
(0.04)
$
(0.08)
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, see the Significant Items Impacting Comparability section above.
37
Constant-currency After-Tax
Earnings from Joint Ventures
Growth Rate
We
believe that
this measure
provides useful
information to
investors because
it provides
transparency to
underlying performance
of
our joint
ventures by
excluding the
effect
that foreign
currency exchange
rate fluctuations
have on
year-to-year
comparability given
volatility in foreign currency exchange markets.
After-tax earnings from joint ventures growth rate on
a constant-currency basis are calculated as follows:
Fiscal 2025
Percentage change in after-tax earnings from joint ventures as reported
(32)
%
Impact of foreign currency exchange
(3)
pts
Percentage change in after-tax earnings from joint ventures on
a constant-currency basis
(29)
%
Note: Table may not foot due to rounding.
Net Sales Growth Rate for Canada Operating Unit on a Constant-currency
Basis
We
believe
this
measure
of
our
Canada
operating
unit
net
sales
provides
useful
information
to
investors
because
it
provides
transparency to
the underlying
performance for
the Canada operating
unit within our
North America Retail
segment by
excluding the
effect
that
foreign
currency
exchange
rate
fluctuations
have
on
year-to-year
comparability
given
volatility
in
foreign
currency
exchange markets.
Net sales growth rate for our Canada operating unit on a constant-currency
basis is calculated as follows:
Fiscal 2025
Percentage change in net sales as reported
(17)
%
Impact of foreign currency exchange
(3)
pts
Percentage change in net sales on a constant-currency basis
(14)
%
Note: Table may not foot due to rounding.
Constant-currency Segment Operating Profit Growth Rates
We
believe that
this measure
provides useful
information to
investors because
it provides
transparency to
underlying performance
of
our
segments
by
excluding
the
effect
that
foreign
currency
exchange
rate
fluctuations
have
on
year-to-year
comparability
given
volatility in foreign currency exchange markets.
Our segments’ operating profit growth rates on a constant-currency
basis are calculated as follows:
Fiscal 2025
Percentage Change
in Operating Profit
as Reported
Impact of Foreign
Currency Exchange
Percentage Change
in Operating Profit
on Constant-
Currency Basis
North America Retail
(11)
%
Flat
(11)
%
International
(23)
%
10
pts
(33)
%
North America Pet
3
%
Flat
3
%
North America Foodservice
13
%
Flat
13
%
Note: Table may not foot due to rounding.
Forward-Looking Financial Measures
Our fiscal
2026 outlook
for organic
net sales
growth, constant-currency
adjusted operating
profit and
adjusted diluted
EPS, and
free
cash
flow
conversion
are
non-GAAP
financial
measures
that
exclude,
or
have
otherwise
been
adjusted
for,
items
impacting
comparability,
including
the
effect
of
foreign
currency
exchange
rate
fluctuations,
restructuring
and
transformation
charges,
acquisition
transaction
and
integration costs,
acquisitions,
divestitures,
mark-to-market
effects,
and
a 53rd
week.
We
are not
able to
reconcile
these
forward-looking
non-GAAP
financial
measures
to
their
most
directly
comparable
forward-looking
GAAP
financial
measures
without
unreasonable
efforts
because
we
are
unable
to
predict
with
a
reasonable
degree
of
certainty
the
actual
impact
of
changes
in
foreign
currency
exchange
rates
and
commodity
prices
or
the
timing
or
impact
of
acquisitions,
divestitures,
and
restructuring
and transformation
actions throughout
fiscal 2026.
The unavailable
information could
have a
significant impact
on our
fiscal 2026 GAAP financial results.
38
For fiscal 2026, we
currently expect: the net impact
from foreign currency exchange
rates (based on a blend
of forward and forecasted
rates and hedge
positions), acquisitions and
divestitures completed
prior to fiscal
2026 and those
expected to close
in fiscal 2026,
and
a 53rd week
to reduce net
sales growth by
approximately 4 percent;
foreign currency
exchange rates to
have an immaterial
impact on
adjusted
operating
profit
and
adjusted
diluted
EPS
growth;
and
restructuring
and
transformation
charges
and
transaction
and
acquisition integration costs related to actions previously announced
to total approximately $90 million to $95 million.
ITEM 7A - QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
We
are
exposed
to
market
risk
stemming
from
changes
in
interest
and
foreign
exchange
rates
and
commodity
and
equity
prices.
Changes
in
these
factors
could
cause
fluctuations
in
our
earnings
and
cash
flows.
In
the
normal
course
of
business,
we
actively
manage
our
exposure
to
these market
risks
by entering
into various
hedging
transactions,
authorized
under
established
policies
that
place controls
on these
activities. The
counterparties
in these
transactions are
generally
highly rated
institutions. We
establish
credit
limits for
each counterparty.
Our hedging
transactions include
but are
not limited
to a variety
of derivative
financial instruments.
For
information
on
interest
rate,
foreign
exchange,
commodity
price,
and
equity
instrument
risk,
please
see
Note
8
to
the
Consolidated
Financial Statements in Item 8 of this report.
VALUE
AT RISK
The
estimates
in
the
table below
are
intended
to measure
the
maximum
potential
fair value
we
could
lose
in one
day
from
adverse
changes
in
market
interest
rates,
foreign
exchange
rates,
commodity
prices,
and
equity
prices
under
normal
market
conditions.
A
Monte Carlo
value-at-risk (VAR)
methodology was
used to
quantify the
market risk
for our
exposures. The
models assumed
normal
market conditions and used a 95 percent confidence level.
The
VAR
calculation
used
historical
interest
and
foreign
exchange
rates,
and
commodity
and
equity
prices
from
the
past
year
to
estimate the
potential volatility
and correlation
of these
rates in
the future.
The market
data were
drawn from
the RiskMetrics™
data
set.
The
calculations
are
not
intended
to
represent
actual
losses
in
fair
value
that
we
expect
to
incur.
Further,
since
the
hedging
instrument (the derivative) inversely correlates
with the underlying exposure, we would
expect that any loss or gain in the fair
value of
our
derivatives
would
be
generally
offset
by
an
increase
or
decrease
in
the
fair
value
of
the
underlying
exposure.
The
positions
included
in the
calculations were:
debt; investments;
interest rate
swaps; foreign
exchange forwards;
commodity swaps,
futures, and
options; and
equity instruments.
The calculations
do not
include the
underlying foreign
exchange and
commodities or
equity-related
positions that are offset by these market-risk-sensitive instruments.
The table below
presents the estimated maximum
potential VAR
arising from a
one-day loss in
fair value for
our interest rate, foreign
currency, commodity,
and equity market-risk-sensitive instruments outstanding as of May 25,
2025.
In Millions
May 25, 2025
Average During
Fiscal 2025
May 26, 2024
Analysis of Change
Interest rate instruments
$
46
$
47
$
54
Decrease in interest rates
Foreign currency instruments
51
40
30
Increase in rate volatility
Commodity instruments
3
3
4
Immaterial
Equity instruments
3
2
2
Immaterial
39
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
SEC and in our reports to stockholders.
The words or
phrases “will likely
result,” “are expected
to,” “may continue,”
“is anticipated,” “estimate,”
“plan,” “project,” or
similar
expressions identify
“forward-looking statements”
within the
meaning of
the Private
Securities Litigation
Reform Act
of 1995.
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: imposed and threatened
tariffs by the United
States and its trading
partners; disruptions
or inefficiencies
in the
supply chain;
competitive
dynamics in
the consumer
foods industry
and the
markets for
our
products,
including
new
product
introductions,
advertising
activities,
pricing
actions,
and
promotional
activities
of
our
competitors;
economic
conditions,
including
changes
in
inflation
rates,
interest
rates,
tax
rates,
tariffs,
or
the
availability
of
capital;
product development
and innovation;
consumer acceptance
of new products
and product improvements;
consumer reaction
to pricing
actions and
changes in
promotion levels;
acquisitions or
dispositions of
businesses or
assets; changes
in capital
structure; changes
in
the legal and
regulatory environment, including
tax legislation, labeling
and advertising regulations,
and litigation; impairments
in the
carrying value
of goodwill, other
intangible assets,
or other long
-lived assets, or
changes in the
useful lives of
other intangible assets;
changes
in accounting
standards
and
the impact
of critical
accounting
estimates; product
quality
and
safety issues,
including
recalls
and
product
liability;
changes
in
consumer
demand
for
our
products;
effectiveness
of
advertising,
marketing,
and
promotional
programs; changes in
consumer behavior,
trends, and preferences, including
weight loss trends; consumer
perception of health-related
issues, including obesity; consolidation
in the retail environment; changes
in purchasing and inventory
levels of significant customers;
fluctuations
in
the
cost
and
availability
of
supply
chain
resources,
including
raw
materials,
packaging,
energy,
and
transportation;
effectiveness of
restructuring,
transformation, and
cost saving
initiatives; volatility
in the
market value
of derivatives
used to
manage
price risk for certain
commodities; benefit plan expenses
due to changes in plan
asset values and discount
rates used to determine plan
liabilities; failure or
breach of our
information technology systems;
foreign economic
conditions, including
currency rate fluctuations;
and political unrest in foreign markets and economic uncertainty
due to terrorism or war.
You
should also consider the risk factors that we identify in Item 1A of this report, which could also
affect our future results.
We undertake
no obligation to publicly revise any forward-looking
statements to reflect events or circumstances
after the date of those
statements or to reflect the occurrence of anticipated or unanticipated events.
40
ITEM 8 - Financial Statements and Supplementary Data
REPORT OF MANAGEMENT RESPONSIBILITIES
The
management
of
General
Mills,
Inc.
is
responsible
for
the
fairness
and
accuracy
of
the
consolidated
financial
statements.
The
statements
have
been
prepared
in
accordance
with
accounting
principles
that
are
generally
accepted
in
the
United
States,
using
management’s
best estimates and judgments where
appropriate. The financial information throughout
this Annual Report on Form
10-
K is consistent with our consolidated financial statements.
Management
has established
a system
of internal
controls that
provides
reasonable
assurance that
assets are
adequately
safeguarded
and
transactions
are
recorded
accurately
in
all
material
respects,
in
accordance
with
management’s
authorization.
We
maintain
a
strong
audit program
that independently
evaluates
the adequacy
and effectiveness
of internal
controls. Our
internal controls
provide
for
appropriate
separation
of
duties
and
responsibilities,
and
there
are
documented
policies
regarding
use
of
our
assets
and
proper
financial reporting. These formally stated and regularly communicated
policies demand highly ethical conduct from all employees.
The Audit
Committee of
the Board
of Directors
meets regularly
with management,
internal auditors,
and our
independent registered
public
accounting
firm
to
review
internal
control,
auditing,
and
financial
reporting
matters.
The
independent
registered
public
accounting firm, internal auditors, and employees have full and free access to
the Audit Committee at any time.
The Audit
Committee reviewed
and approved
the Company’s
annual financial
statements. The
Audit Committee
recommended,
and
the Board
of Directors
approved, that
the consolidated
financial statements
be included
in the
Annual Report.
The Audit
Committee
also appointed KPMG LLP to serve as the Company’s
independent registered public accounting firm for fiscal 2026.
/s/ J. L. Harmening
/s/ K. A. Bruce
J. L. Harmening
K. A. Bruce
Chief Executive Officer
Chief Financial Officer
June 25, 2025
41
Report of Independent Registered Public Accounting Firm
To the Stockholders
and Board of Directors
General Mills, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control
Over Financial Reporting
We
have
audited
the
accompanying
consolidated
balance
sheets
of
General
Mills,
Inc. and
subsidiaries
(the
Company)
as
of
May 25, 2025, and May 26,
2024, the related consolidated
statements of earnings, comprehensive
income, total equity,
and cash flows
for
each
of
the
fiscal
years
in
the
three-year
period
ended
May 25, 2025,
and
the
related
notes
and
financial
statement
schedule
II
(collectively,
the consolidated
financial statements).
We
also have
audited the
Company’s
internal control
over financial
reporting as
of
May 25, 2025,
based
on
criteria
established
in
Internal
Control
–
Integrated
Framework
(2013)
issued
by
the
Committee
of
Sponsoring Organizations of the Treadway
Commission.
In our
opinion, the
consolidated financial
statements referred
to above
present fairly,
in all material
respects, the
financial position
of
the Company as
of May 25, 2025, and
May 26, 2024,
and the results of
its operations and
its cash flows for
each of the fiscal
years in
the three-year
period ended May 25,
2025, in conformity
with U.S. generally
accepted accounting
principles. Also in
our opinion,
the
Company maintained,
in all material
respects, effective
internal control
over financial
reporting as of
May 25, 2025, based
on criteria
established
in
Internal
Control
–
Integrated
Framework
(2013)
issued
by
the
Committee
of
Sponsoring
Organizations
of
the
Treadway Commission.
Basis for Opinions
The Company’s
management is responsible
for these consolidated
financial statements, for
maintaining effective
internal control over
financial
reporting,
and
for
its
assessment
of
the
effectiveness
of
internal
control
over
financial
reporting,
included
in
the
accompanying Management's
Report on
Internal Control
over Financial
Reporting. Our
responsibility is
to express
an opinion
on the
Company’s
consolidated financial
statements and an
opinion on
the Company’s
internal control
over financial reporting
based on
our
audits. We
are a
public accounting
firm registered
with the
Public Company
Accounting Oversight
Board (United
States) (PCAOB)
and are required to
be independent with
respect to the Company
in accordance with the
U.S. federal securities laws
and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted
our audits in accordance with the
standards of the PCAOB. Those standards require
that we plan and perform the audits
to obtain
reasonable assurance
about whether
the consolidated
financial statements
are free
of material
misstatement, whether
due to
error or fraud, and whether effective internal control over financial
reporting was maintained in all material respects.
Our audits of
the consolidated financial
statements included performing
procedures to assess
the risks of
material misstatement
of the
consolidated
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
consolidated
financial
statements. Our audits also included
evaluating the accounting principles
used and significant estimates made
by management, as well
as evaluating
the overall
presentation
of the
consolidated
financial
statements.
Our
audit of
internal
control over
financial
reporting
included obtaining an understanding
of internal control over financial
reporting, assessing the risk that
a material weakness exists,
and
testing and
evaluating the
design and
operating effectiveness
of internal
control based
on the
assessed risk.
Our audits
also included
performing
such other
procedures as
we considered
necessary in
the circumstances.
We
believe that
our audits
provide a
reasonable
basis for our opinions.
Definition and Limitations of Internal Control
Over Financial Reporting
A company’s
internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of
financial reporting and
the preparation of
financial statements for
external purposes in
accordance with generally
accepted accounting
principles.
A
company’s
internal
control
over
financial
reporting
includes
those
policies
and
procedures
that
(1)
pertain
to
the
maintenance
of
records
that,
in
reasonable
detail,
accurately
and
fairly
reflect
the
transactions
and
dispositions
of
the
assets
of
the
company; (2) provide
reasonable assurance that
transactions are recorded
as necessary to permit
preparation of financial
statements in
accordance with
generally accepted
accounting principles,
and that
receipts and
expenditures of
the company
are being
made only
in
accordance
with
authorizations
of
management
and
directors
of
the
company;
and
(3)
provide
reasonable
assurance
regarding
prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s
assets that could have a material effect
on the financial statements.
Because of its inherent
limitations, internal control
over financial reporting may
not prevent or detect
misstatements. Also, projections
of any evaluation
of effectiveness to
future periods are
subject to the
risk that controls
may become inadequate
because of changes
in
conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
42
Critical Audit Matter
The critical audit matter
communicated below is a
matter arising from the
current period audit of the
consolidated financial statements
that was communicated
or required to
be communicated to
the audit committee
and that: (1) relates
to accounts or
disclosures that are
material to
the consolidated
financial statements
and (2)
involved our
especially challenging,
subjective, or
complex judgments.
The
communication
of
a
critical
audit matter
does
not
alter
in any
way
our
opinion
on the
consolidated
financial
statements, taken
as a
whole, and
we are
not, by
communicating the
critical audit
matter below,
providing a
separate opinion
on the
critical audit
matter or
on the accounts or disclosures to which it relates.
Valuation
of goodwill and brand intangible assets
As discussed in Note 6 to the consolidated financial statements, the goodwill
and brands and other indefinite-lived intangibles
balances
as
of
May
25,
2025,
were
$15,622.4
million
and
$6,816.7
million,
respectively.
The
impairment
tests
for
these
assets, which
are performed
annually and
whenever
events or
changes in
circumstances
indicate that
impairment may
have
occurred, require
the Company
to estimate
the fair
value of
the reporting
units to
which goodwill
is assigned
as well
as the
brands and
other indefinite
-lived intangible
assets. The
fair value
estimates are
derived
from discounted
cash flow
analyses
that
require
the
Company
to make
judgments
about
highly subjective
matters,
including
future
operating
results,
including
revenue growth rates and operating margins,
and an estimate of the discount rates and royalty rates.
We
identified the
assessment of the
valuation of certain
goodwill and
brand intangible assets
as a critical
audit matter.
There
was
a
significant
degree
of
judgment
required
in
evaluating
audit
evidence,
which
consists
primarily
of
forward-looking
assumptions
about
future
operating
results,
specifically
the
revenue
growth
rates
and
operating
margins,
royalty
rates
and
subjective inputs used to estimate the discount rates.
The
following
are
the
primary
procedures
we
performed
to address
this critical
audit
matter.
We
evaluated
the
design
and
tested
the
operating
effectiveness
of
internal
controls
related
to
the valuation
of goodwill
and
brand
intangible
assets. This
included controls related
to the assumptions
about future operating
results and the discount
and royalty rates
used to measure
the fair
value of
the reporting
units and
brand intangible
assets. We
performed
sensitivity analyses
over the
revenue growth
rates, operating margins, brand
royalty rates and discount rates
to assess the impact of
other points within a range
of potential
assumptions.
We
evaluated
the
revenue
growth
rates
and
operating
margin
assumptions
by
comparing
them
to
recent
financial performance
and external
market and
industry data.
We
evaluated whether
these assumptions
were consistent
with
evidence obtained
in other areas
of the audit.
We
involved professionals with
specialized skills and
knowledge, who assisted
in
the
evaluation
of
certain
of the
Company’s
assumptions
including
discount
rate,
by
comparing
them
against
rate
ranges
that
were
independently
developed
using
publicly
available
market
data
for
comparable
entities
and
the
royalty
rates,
by
evaluating the methods, assumptions and market data used to estimate the royalty
rates.
/s/
KPMG
LLP
We have served
as the Company’s auditor since 1928.
Minneapolis, Minnesota
June 25, 2025
43
Consolidated Statements of Earnings
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except per Share Data)
Fiscal Year
2025
2024
2023
Net sales
$
19,486.6
$
19,857.2
$
20,094.2
Cost of sales
12,753.6
12,925.1
13,548.4
Selling, general, and administrative expenses
3,445.8
3,259.0
3,500.4
Divestitures gain, net
(95.9)
-
(444.6)
Restructuring, transformation, impairment, and other exit costs
78.3
241.4
56.2
Operating profit
3,304.8
3,431.7
3,433.8
Benefit plan non-service income
(54.4)
(75.8)
(88.8)
Interest, net
524.2
479.2
382.1
Earnings before income taxes and after-tax earnings
from joint ventures
2,835.0
3,028.3
3,140.5
Income taxes
573.7
594.5
612.2
After-tax earnings from joint ventures
57.6
84.8
81.3
Net earnings, including earnings attributable to noncontrolling interests
2,318.9
2,518.6
2,609.6
Net earnings attributable to noncontrolling interests
23.7
22.0
15.7
Net earnings attributable to General Mills
$
2,295.2
$
2,496.6
$
2,593.9
Earnings per share — basic
$
4.12
$
4.34
$
4.36
Earnings per share — diluted
$
4.10
$
4.31
$
4.31
Dividends per share
$
2.40
$
2.36
$
2.16
See accompanying notes to consolidated financial statements.
44
Consolidated Statements of Comprehensive Income
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions)
Fiscal Year
2025
2024
2023
Net earnings, including earnings attributable to noncontrolling interests
$
2,318.9
$
2,518.6
$
2,609.6
Other comprehensive (loss) income, net of tax:
Foreign currency translation
(114.9)
(86.6)
(110.8)
Net actuarial income (loss)
17.2
(187.1)
(228.0)
Other fair value changes:
Hedge derivatives
(7.4)
(3.2)
1.3
Reclassification to earnings:
Foreign currency translation
33.9
-
(7.4)
Hedge derivatives
(0.2)
(2.5)
(18.7)
Amortization of losses and prior service costs
46.5
36.7
56.9
Other comprehensive loss, net of tax
(24.9)
(242.7)
(306.7)
Total comprehensive
income
2,294.0
2,275.9
2,302.9
Comprehensive income attributable to noncontrolling interests
24.1
22.1
15.4
Comprehensive income attributable to General Mills
$
2,269.9
$
2,253.8
$
2,287.5
See accompanying notes to consolidated financial statements.
45
Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Par Value)
May 25, 2025
May 26, 2024
ASSETS
Current assets:
Cash and cash equivalents
$
363.9
$
418.0
Receivables
1,795.9
1,696.2
Inventories
1,910.8
1,898.2
Prepaid expenses and other current assets
464.7
568.5
Assets held for sale
740.4
-
Total current
assets
5,275.7
4,580.9
Land, buildings, and equipment
3,632.6
3,863.9
Goodwill
15,622.4
14,750.7
Other intangible assets
7,081.4
6,979.9
Other assets
1,459.0
1,294.5
Total assets
$
33,071.1
$
31,469.9
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
4,009.5
$
3,987.8
Current portion of long-term debt
1,528.4
1,614.1
Notes payable
677.0
11.8
Other current liabilities
1,624.0
1,419.4
Liabilities held for sale
18.4
-
Total current
liabilities
7,857.3
7,033.1
Long-term debt
12,673.2
11,304.2
Deferred income taxes
2,100.8
2,200.6
Other liabilities
1,228.6
1,283.5
Total liabilities
23,859.9
21,821.4
Stockholders’ equity:
Common stock,
754.6
shares issued, $
0.10
par value
75.5
75.5
Additional paid-in capital
1,218.8
1,227.0
Retained earnings
21,917.8
20,971.8
Common stock in treasury,
at cost, shares of
212.2
and
195.5
(11,467.9)
(10,357.9)
Accumulated other comprehensive loss
(2,545.0)
(2,519.7)
Total stockholders’
equity
9,199.2
9,396.7
Noncontrolling interests
12.0
251.8
Total equity
9,211.2
9,648.5
Total liabilities and equity
$
33,071.1
$
31,469.9
See accompanying notes to consolidated financial statements.
46
Consolidated Statements of Total
Equity
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except per Share Data)
Fiscal Year
2025
2024
2023
Shares
Amount
Shares
Amount
Shares
Amount
Total equity,
beginning balance
$
9,648.5
$
10,700.0
$
10,788.0
Common stock,
1
billion shares authorized, $
0.10
par value
754.6
75.5
754.6
75.5
754.6
75.5
Additional paid-in capital:
Beginning balance
1,227.0
1,222.4
1,182.9
Stock compensation plans
(19.4)
(11.7)
34.5
Unearned compensation related to stock unit awards
(79.6)
(78.1)
(104.7)
Earned compensation
90.8
94.4
109.7
Ending balance
1,218.8
1,227.0
1,222.4
Retained earnings:
Beginning balance
20,971.8
19,838.6
18,532.6
Net earnings attributable to General Mills
2,295.2
2,496.6
2,593.9
Cash dividends declared ($
2.40
, $
2.36
, and $
2.16
per share)
(1,338.7)
(1,363.4)
(1,287.9)
Capital appreciation paid to holder of Class A limited
membership interests in General Mills Cereals, LLC
(10.5)
-
-
Ending balance
21,917.8
20,971.8
19,838.6
Common stock in treasury:
Beginning balance
(195.5)
(10,357.9)
(168.0)
(8,410.0)
(155.7)
(7,278.1)
Shares purchased, including excise tax of $
10.6
million,
$
18.8
million, and $-
(18.7)
(1,213.5)
(29.2)
(2,021.2)
(18.0)
(1,403.6)
Stock compensation plans
2.0
103.5
1.7
73.3
5.7
271.7
Ending balance
(212.2)
(11,467.9)
(195.5)
(10,357.9)
(168.0)
(8,410.0)
Accumulated other comprehensive loss:
Beginning balance
(2,519.7)
(2,276.9)
(1,970.5)
Comprehensive loss
(25.3)
(242.8)
(306.4)
Ending balance
(2,545.0)
(2,519.7)
(2,276.9)
Noncontrolling interests:
Beginning balance
251.8
250.4
245.6
Comprehensive income
24.1
22.1
15.4
Distributions to noncontrolling interest holders
(21.6)
(21.3)
(15.7)
Repurchase of Class A limited membership interests in
General Mills Cereals, LLC
(242.3)
-
-
Change in ownership interest
-
0.6
-
Divestiture
-
-
5.1
Ending balance
12.0
251.8
250.4
Total equity,
ending balance
$
9,211.2
$
9,648.5
$
10,700.0
See accompanying notes to consolidated financial statements.
47
Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions)
Fiscal Year
2025
2024
2023
Cash Flows - Operating Activities
Net earnings, including earnings attributable to noncontrolling interests
$
2,318.9
$
2,518.6
$
2,609.6
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
539.0
552.7
546.6
After-tax earnings from joint ventures
(57.6)
(84.8)
(81.3)
Distributions of earnings from joint ventures
44.6
50.4
69.9
Stock-based compensation
91.7
95.3
111.7
Deferred income taxes
(120.9)
(48.5)
(22.2)
Pension and other postretirement benefit plan contributions
(30.8)
(30.1)
(30.1)
Pension and other postretirement benefit plan costs
(12.7)
(27.0)
(27.6)
Divestitures gain, net
(95.9)
-
(444.6)
Restructuring, transformation, impairment, and other exit costs
74.3
223.5
24.4
Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures
192.4
10.6
(48.9)
Other, net
(24.8)
41.9
71.1
Net cash provided by operating activities
2,918.2
3,302.6
2,778.6
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment
(625.3)
(774.1)
(689.5)
Acquisitions, net of cash acquired
(1,419.3)
(451.9)
(251.5)
Investments in affiliates, net
13.3
(2.7)
(32.2)
Proceeds from disposal of land, buildings, and equipment
1.1
0.8
1.3
Proceeds from divestitures, net of cash divested
241.8
-
633.1
Other, net
(6.5)
30.5
(7.6)
Net cash used by investing activities
(1,794.9)
(1,197.4)
(346.4)
Cash Flows - Financing Activities
Change in notes payable
667.1
(20.5)
(769.3)
Issuance of long-term debt
2,354.9
2,065.2
2,324.4
Payment of long-term debt
(1,300.0)
(901.5)
(1,421.7)
Repurchase of Class A limited membership interests in General Mills Cereals, LLC
(252.8)
-
-
Proceeds from common stock issued on exercised options
43.0
25.5
232.3
Purchases of common stock for treasury
(1,202.9)
(2,002.4)
(1,403.6)
Dividends paid
(1,338.7)
(1,363.4)
(1,287.9)
Distributions to noncontrolling interest holders
(21.6)
(21.3)
(15.7)
Other, net
(129.1)
(53.9)
(62.6)
Net cash used by financing activities
(1,180.1)
(2,272.3)
(2,404.1)
Effect of exchange rate changes on cash and cash equivalents
2.7
(0.4)
(12.0)
(Decrease) increase in cash and cash equivalents
(54.1)
(167.5)
16.1
Cash and cash equivalents - beginning of year
418.0
585.5
569.4
Cash and cash equivalents - end of year
$
363.9
$
418.0
$
585.5
Cash flow from changes in current assets and liabilities, excluding the effects of acquisitions
and divestitures:
Receivables
$
(79.0)
$
(1.8)
$
(41.2)
Inventories
(18.5)
287.6
(319.0)
Prepaid expenses and other current assets
80.8
167.0
61.6
Accounts payable
86.7
(251.2)
199.8
Other current liabilities
122.4
(191.0)
49.9
Changes in current assets and liabilities
$
192.4
$
10.6
$
(48.9)
See accompanying notes to consolidated financial statements.
48
Notes to Consolidated Financial Statements
GENERAL MILLS, INC. AND SUBSIDIARIES
NOTE 1. BASIS OF PRESENTATION
AND RECLASSIFICATIONS
Basis of Presentation
Our Consolidated Financial
Statements include the
accounts of General
Mills, Inc. and all
subsidiaries in which
we have a controlling
financial interest. Intercompany transactions and accounts are eliminated
in consolidation.
Our fiscal year
ends on the
last Sunday in
May.
Our India business
is on an
April fiscal year
end. In addition,
the consolidated results
of certain recent acquisitions are reported on a one-month lag. Please see Note 3 for
more information.
Certain reclassifications to our previously reported financial information
have been made to conform to the current period
presentation.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Cash and Cash Equivalents
We consider all investments
purchased with an original maturity of three months or less to be cash equivalents.
Inventories
All
inventories
in
the
United
States
other
than
grain
are
valued
at
the
lower
of
cost,
using
the
last-in,
first-out
(LIFO)
method,
or
market. Grain inventories are
valued at net realizable
value, and all related cash
contracts and derivatives are valued
at fair value, with
all net changes in value recorded in earnings currently.
Inventories
outside
of the
United
States are
generally
valued
at
the lower
of
cost, using
the
first-in,
first-out
(FIFO) method,
or net
realizable value.
Shipping
costs associated
with the
distribution of
finished product
to our
customers are
recorded as
cost of
sales and
are recognized
when the related finished product is shipped to and accepted by the customer.
Land, Buildings, Equipment, and Depreciation
Land is recorded at historical cost.
Buildings and equipment, including
capitalized interest and internal engineering
costs, are recorded
at
cost
and
depreciated
over
estimated
useful
lives,
primarily
using
the
straight-line
method.
Ordinary
maintenance
and
repairs
are
charged
to
cost
of
sales.
Buildings
are
usually
depreciated
over
40
years,
and
equipment,
furniture,
and
software
are
usually
depreciated over
3
to
10
years. Fully depreciated assets are retained
in buildings and equipment until disposal.
When an item is sold or
retired,
the
accounts
are
relieved
of
its
cost
and
related
accumulated
depreciation
and
the
resulting
gains
and
losses,
if
any,
are
recognized in earnings.
Long-lived assets
are reviewed
for impairment
whenever events
or changes
in circumstances
indicate that
the carrying
amount of
an
asset
(or
asset
group)
may
not
be
recoverable.
An
impairment
loss
would
be
recognized
when
estimated
undiscounted
future
cash
flows from
the operation
and disposition
of the
asset group
are less
than the
carrying amount
of the
asset group.
Asset groups
have
identifiable cash
flows and
are largely
independent of
other asset groups.
Measurement of
an impairment
loss would
be based
on the
excess
of
the
carrying
amount of
the
asset group
over
its fair
value.
Fair
value
is measured
using
a discounted
cash
flow model
or
independent appraisals, as appropriate.
Goodwill and Other Intangible Assets
Goodwill
is
not
subject
to
amortization
and
is
tested
for
impairment
annually
and
whenever
events
or
changes
in
circumstances
indicate that impairment may have
occurred. We
perform our annual goodwill and
indefinite-lived intangible assets impairment
test as
of the
first day
of the
second quarter
of the
fiscal year.
Impairment testing
is performed
for each
of our
reporting units.
We
compare
the
carrying
value
of
a
reporting
unit,
including
goodwill,
to
the
fair
value
of
the
unit.
Carrying
value
is
based
on
the
assets
and
liabilities
associated
with
the
operations
of
that
reporting
unit,
which
often
requires
allocation
of
shared
or
corporate
items
among
reporting
units.
If
the
carrying
amount
of
a
reporting
unit
exceeds
its
fair
value,
impairment
has
occurred.
We
recognize
an
impairment charge
for the
amount by
which the carrying
amount of
the reporting
unit exceeds
its fair
value up
to the
total amount
of
goodwill allocated
to the
reporting unit.
Our estimates
of fair
value are
determined based
on a
discounted
cash flow
model. Growth
rates for sales and profits are determined using inputs from our long-range
planning process. We also make
estimates of discount rates,
perpetuity growth assumptions, market comparables, and other factors.
We evaluate the
useful lives of our other intangible assets, mainly brands, to
determine if they are finite or indefinite-lived.
Reaching a
determination
on
useful
life
requires
significant
judgments
and
assumptions
regarding
the
future
effects
of
obsolescence,
demand,
competition, other economic
factors (such as the
stability of the industry,
known technological advances,
legislative action that
results
49
in an uncertain or
changing regulatory environment,
and expected changes in
distribution channels), the level
of required maintenance
expenditures,
and
the
expected
lives
of
other
related
groups
of
assets.
Intangible
assets
that
are
deemed
to
have
finite
lives
are
amortized on a straight-line basis, over their useful lives, generally ranging
from
4
to
30
years.
Our
indefinite-lived
intangible
assets,
mainly
intangible
assets
primarily
associated
with
the
Blue
Buffalo
,
Pillsbury
,
Totino’s
,
Progresso
,
Old
El
Paso
,
Tiki
Pets
,
Annie’s
,
Nudges
,
Edgard
&
Cooper
,
and
Häagen-Dazs
brands,
are
also
tested
for
impairment
annually and
whenever events
or changes
in circumstances
indicate that
their carrying
value may
not be recoverable.
Our estimate
of
the fair
value of
the brands
is based
on a
discounted cash
flow model
using inputs
which included
projected revenues
from our
long-
range plan, assumed royalty rates that could be payable if we did not own
the brands, and a discount rate.
Our finite-lived intangible
assets, primarily acquired
customer relationships, are
reviewed for impairment
whenever events or changes
in circumstances indicate
that the carrying amount
of an asset may not
be recoverable. An impairment
loss would be recognized
when
estimated undiscounted future cash
flows from the operation and disposition
of the asset are less than the
carrying amount of the asset.
Assets generally
have identifiable
cash flows
and are
largely independent
of other
assets. Measurement
of an
impairment loss
would
be
based on
the
excess of
the carrying
amount of
the asset
over
its fair
value.
Fair
value
is measured
using
a discounted
cash
flow
model or other similar valuation model, as appropriate.
Leases
We
determine whether
an arrangement
is a lease
at inception.
When our
lease arrangements
include lease and
non-lease components,
we account for lease and non-lease components (e.g.,
common area maintenance) separately based on their relative standalone prices.
Any
lease
arrangements
with
an
initial
term
of
12
months
or
less
are
not
recorded
on
our
Consolidated
Balance
Sheets,
and
we
recognize lease costs for these
lease arrangements on a straight-line
basis over the lease term. Many
of our lease arrangements provide
us with
options to
exercise one
or more
renewal terms
or to
terminate the
lease arrangement.
We
include these
options when
we are
reasonably certain
to exercise them
in the lease
term used to
establish our
right of use
assets and lease
liabilities. Generally,
our lease
agreements do not include an option to purchase the leased asset, residual value guarantees,
or material restrictive covenants.
We
have
certain
lease
arrangements
with
variable
rental
payments.
Our
lease
arrangements
for
our
Häagen-Dazs
retail
shops
often
include rental payments
that are based
on a percentage
of retail sales. We
have other lease
arrangements that are
adjusted periodically
based on
an inflation
index or rate.
The future
variability of these
payments and
adjustments are
unknown, and
therefore they
are not
included
as
minimum
lease
payments
used
to
determine
our
right
of
use
assets
and
lease
liabilities.
Variable
rental
payments
are
recognized in the period in which the obligation is incurred.
As
most
of
our
lease
arrangements
do
not
provide
an
implicit
interest
rate,
we
apply
an
incremental
borrowing
rate
based
on
the
information available at the commencement date of the lease arrangement
to determine the present value of lease payments.
Investments in Unconsolidated Joint Ventures
Our
investments
in
companies
over
which
we
have
the
ability
to
exercise
significant
influence
are
stated
at
cost
plus
our
share
of
undistributed
earnings
or
losses.
We
receive
royalty
income
from
certain
joint
ventures,
incur
various
expenses
(primarily
research
and
development),
and
record
the
tax
impact
of
certain
joint
venture
operations
that
are
structured
as
partnerships.
In
addition,
we
make
advances
to
our
joint
ventures
in
the
form
of
loans
or
capital
investments.
We
also
sell
certain
raw
materials,
semi-finished
goods, and finished goods to the joint ventures, generally at market prices.
In addition,
we assess our
investments in our
joint ventures if
we have reason
to believe an
impairment may have
occurred including,
but not
limited to,
as a
result of
ongoing operating
losses, projected
decreases in
earnings, increases
in the
weighted-average
cost of
capital,
or
significant
business
disruptions.
The
significant
assumptions
used
to
estimate
fair
value
include
revenue
growth
and
profitability,
royalty
rates,
capital
spending,
depreciation
and
taxes,
foreign
currency
exchange
rates,
and
a
discount
rate.
By
their
nature, these projections
and assumptions are uncertain.
If we were to
determine the current
fair value of our
investment was less than
the carrying value of
the investment, then we
would assess if the
shortfall was of a temporary
or permanent nature and
write down the
investment to its fair value if we concluded the impairment is other than temporary.
Revenue Recognition
Our revenues primarily result
from contracts with customers,
which are generally short-term
and have a single performance
obligation
– the
delivery of
product. We
recognize revenue
for the
sale of packaged
foods at the
point in
time when our
performance obligation
has been satisfied and control of the
product has transferred to our customer,
which generally occurs when the shipment
is accepted by
our customer.
Sales include
shipping and
handling charges
billed to
the customer
and are
reported
net of
variable consideration
and
consideration
payable
to
our
customers,
including
trade
promotion,
consumer
coupon
redemption
and
other
reductions
to
the
transaction
price,
including
estimated allowances
for
returns, unsalable
product,
and
prompt
pay
discounts.
Sales, use,
value-added,
and
other
excise
taxes
are
not
included
in
revenue.
Trade
promotions
are
recorded
using
significant
judgment
of
estimated
participation and
performance levels
for offered
programs at
the time
of sale.
Differences between
estimated and
actual reductions
to
the
transaction
price
are
recognized
as
a
change
in
estimate
in
a
subsequent
period.
We
generally
do
not
allow
a
right
of
return.
50
However,
on a
limited case-by-case
basis with
prior
approval, we
may
allow customers
to return
product. In
limited circumstances,
product
returned
in
saleable
condition
is
resold
to
other
customers
or
outlets.
Receivables
from
customers
generally
do
not
bear
interest. Payment terms and
collection patterns vary around
the world and by
channel, and are short-term,
and as such, we do
not have
any significant financing components.
Our allowance for doubtful
accounts represents our estimate of
expected credit losses related
to
our
trade
receivables.
We
pool
our
trade
receivables
based
on
similar
risk
characteristics,
such
as
geographic
location,
business
channel, and other
account data. To
estimate our allowance
for doubtful
accounts, we leverage
information on historical
losses, asset-
specific
risk
characteristics,
current
conditions,
and reasonable
and
supportable
forecasts of
future
conditions.
Account
balances
are
written off
against the
allowance when
we deem
the amount
is uncollectible.
Please see
Note 17
for a
disaggregation of
our revenue
into
categories
that
depict
how
the
nature,
amount,
timing,
and
uncertainty
of
revenue
and
cash
flows
are
affected
by
economic
factors. We do
not have material contract assets or liabilities arising from our contracts with customers.
Environmental Costs
Environmental costs
relating to
existing conditions
caused by
past operations
that do
not contribute
to current
or future
revenues are
expensed. Liabilities
for anticipated
remediation costs
are recorded
on an
undiscounted basis
when they
are probable
and reasonably
estimable, generally no later than the completion of feasibility studies or our commitment
to a plan of action.
Advertising Production Costs
We expense the
production costs of advertising the first time that the advertising takes place.
Research and Development
All expenditures for research and development
(R&D) are charged against earnings in the period
incurred. R&D includes expenditures
for
new
product
and
manufacturing
process
innovation,
and
the
annual
expenditures
are
comprised
primarily
of
internal
salaries,
wages, consulting, and supplies
attributable to R&D activities.
Other costs include depreciation
and maintenance of research
facilities,
including assets at facilities that are engaged in pilot plant activities.
Foreign Currency Translation
For
all
significant
foreign
operations,
the
functional
currency
is
the
local
currency.
Assets
and
liabilities
of
these
operations
are
translated
at
the
period-end
exchange
rates.
Income
statement
accounts
are
translated
using
the
average
exchange
rates
prevailing
during the period. Translation
adjustments are reflected within
accumulated other comprehensive
loss (AOCI) in stockholders’
equity.
Gains
and
losses
from
foreign
currency
transactions
are
included
in
net
earnings
for
the
period,
except
for
gains
and
losses
on
investments
in
subsidiaries
for
which
settlement
is not
planned
for
the foreseeable
future and
foreign
exchange
gains and
losses
on
instruments designated as net investment hedges. These gains and losses are recorded
in AOCI.
Derivative Instruments
All derivatives are recognized
on our Consolidated
Balance Sheets at fair
value based on quoted
market prices or our
estimate of their
fair value,
and are
recorded in
either current
or noncurrent
assets or
liabilities based
on their
maturity.
Changes in
the fair
values of
derivatives are
recorded in
net earnings
or other
comprehensive income,
based on
whether the
instrument is
designated and
effective
as
a
hedge
transaction
and,
if
so,
the
type
of
hedge
transaction.
Gains
or
losses
on
derivative
instruments
reported
in
AOCI
are
reclassified
to
earnings
in
the
period
the
hedged
item
affects
earnings.
If
the
underlying
hedged
transaction
ceases
to
exist,
any
associated amounts
reported
in AOCI
are reclassified
to earnings
at that
time. Cash
flows from
derivative
instruments are
primarily
reported in cash flows from operating activities in our Consolidated
Statements of Cash Flows.
Stock-based Compensation
We generally
measure compensation expense for grants of restricted stock
units and performance share units using the value of
a share
of
our
stock
on
the
date
of
grant.
We
estimate
the
value
of
stock
option
grants
using
a
Black-Scholes
valuation
model.
Generally,
stock-based
compensation
is recognized
straight
line over
the
vesting
period.
Our stock-based
compensation
expense is
recorded
in
selling, general
,
and administrative
(SG&A) expenses
and cost
of sales
in our
Consolidated Statements
of Earnings
and allocated
to
each reportable segment in our segment results.
Certain equity-based compensation plans contain provisions
that accelerate vesting of awards upon retirement, termination,
or death of
eligible
employees
and
directors.
We
consider
a
stock-based
award
to
be vested
when
the employee’s
or
director’s
retention
of
the
award
is
no
longer
contingent
on
providing
subsequent
service.
Accordingly,
the
related
compensation
cost
for
awards
granted
to
retirement-eligible individuals is recognized from the grant date over
an accelerated stated vesting period.
We report the
benefits of tax deductions in excess of recognized compensation cost as an operating
cash flow.
Defined Benefit Pension, Other Postretirement Benefit, and Postemployment
Benefit Plans
We
sponsor
several domestic
and foreign
defined
benefit plans
to provide
pension, health
care, and
other welfare
benefits to
retired
employees. Under
certain circumstances,
we also
provide accruable
benefits, primarily
severance, to
former or
inactive employees
in
the
United
States,
Canada,
and
Mexico.
We
recognize
an
obligation
for
any
of
these
benefits
that
vest
or
accumulate
with
service.
51
Postemployment benefits
that do not
vest or
accumulate with
service (such
as severance
based solely
on annual pay
rather than
years
of service) are charged to expense when incurred. Our postemployment
benefit plans are unfunded.
We
recognize the underfunded
or overfunded status
of a defined
benefit pension plan
as an asset
or liability and
recognize changes
in
the funded status in the year in which the changes occur through AOCI.
Use of Estimates
Preparing
our
Consolidated
Financial
Statements
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
requires
us to
make estimates
and assumptions
that affect
reported amounts
of assets
and
liabilities, disclosures
of contingent
assets
and liabilities
at the
date of
the financial
statements, and
the reported
amounts of
revenues and
expenses during
the reporting
period.
These
estimates
include
our
accounting
for
revenue
recognition,
valuation
of
long-lived
assets, intangible
assets,
income
taxes,
and
defined benefit pension, other postretirement benefit and postemployment
benefit plans. Actual results could differ from our
estimates.
New Accounting Standards
In the
fourth quarter
of fiscal
2025,
we adopted
new accounting
requirements
related
to enhanced
segment disclosure
requirements.
The
new
standard
requires
disclosure
of
significant
segment
expenses
regularly
provided
to
the
chief
operating
decision
maker
(CODM) included within segment
operating profit or loss
as well as a description
of how the CODM utilizes
segment operating profit
or loss to assess segment performance.
We adopted
the requirements of the new standard using
a retrospective approach. The adoption
of
this
accounting
guidance
did
not
have
a
material
impact
on
our
results
of
operations
and
financial
position.
See
Note
17
to
the
consolidated Financial Statements for additional information on the
impact to our related disclosure.
In
the
first
quarter
of
fiscal
2024,
we
adopted
new
requirements
for
enhanced
disclosures
related
to
supplier
financing
programs,
except for the rollforward
requirement, which we adopted
in the fourth quarter of
fiscal 2025. 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.
The
adoption
of
this
guidance
did
not
have
a
material
impact
on
our
results
of
operations
and
financial
position. See Note 8 to the consolidated Financial Statements for additional
information on the impact to our related disclosure.
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
discounted
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 and financial position.
NOTE 3. ACQUISITIONS AND DIVESTITURES
During
the
third
quarter
of
fiscal
2025,
we
acquired
NX
Pet
Holding,
Inc.,
representing
Whitebridge
Pet
Brands’
North
American
premium cat feeding
and pet treating
business, for a
purchase price of
$
1.4
billion (Whitebridge Pet
Brands acquisition). We
financed
the transaction
with cash
on hand
and new
debt. We
consolidated Whitebridge
Pet Brands
into our
Consolidated Balance
Sheets and
recorded goodwill of
$
1,086.7
million, an indefinite-lived
intangible asset for
the
Tiki Pets
brand totaling $
289.0
million, and a finite-
lived customer
relationship asset
of $
31.0
million. The
goodwill is
included in
the North
America Pet
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 business
and
we are
continuing our
review of
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
those
items.
The
consolidated
results
are
reported
in
our
North America Pet operating segment on a one-month lag.
During
the
second
quarter
of
fiscal
2025,
we
entered
into
definitive
agreements
to
sell
our
North
American
yogurt
businesses
to
affiliates of Groupe Lactalis S.A. (Lactalis) and
Sodiaal International (Sodiaal) for approximately $
2.1
billion. During the third quarter
of
fiscal
2025,
we
completed
the
sale
of
our
Canada
yogurt
business
to
Sodiaal
and
recorded
a
pre-tax
gain
of
$
95.9
million.
Subsequent to the end of fiscal 2025, the regulatory review for the
sale of our United States yogurt business to Lactalis was completed,
and
the
transaction
was
cleared
to
close
subject
to
completion
of
other
customary
closing
conditions.
We
expect
to
close
the
transaction and
record a
pre-tax gain
on the
sale of
this business in
the first
quarter of
fiscal 2026.
We
have classified
relevant assets
and
liabilities
associated
with
our
United
States yogurt
business as
held
for
sale in
our Consolidated
Balance
Sheets
as of
May
25,
2025.
52
The components of assets held for sale and liabilities held for sale are as follows:
In Millions
May 25, 2025
Inventories
$
56.2
Prepaid expenses and other current assets
15.3
Land, buildings, and equipment
230.5
Goodwill
252.6
Other intangible assets
160.7
Other assets
25.1
Assets held for sale
$
740.4
Other current liabilities
$
8.9
Other liabilities
9.5
Liabilities held for sale
$
18.4
During the fourth quarter
of fiscal 2024, we acquired
a pet food business in Europe,
for a purchase price of $
434.1
million, net of cash
acquired.
During
the
first
quarter
of
fiscal
2025,
we
paid
$
7.7
million
related
to
a
purchase price
holdback
after closing
conditions
were
met.
We
financed
the
transaction
with
cash
on
hand. We
consolidated
the
business
into
our
Consolidated
Balance Sheets
and
recorded
goodwill
of
$
317.5
million,
an
indefinite-lived
brand
intangible
asset
of
$
118.4
million
and
a
finite-lived
customer
relationship asset
of $
14.2
million. The
goodwill is
included in
the International
segment and
is not
deductible for
tax purposes.
The
pro forma effects
of this acquisition were
not material. The consolidated
results are reported
in our International operating
segment on
a one-month lag.
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 consolidated
the TNT Crust business into
our Consolidated Balance Sheets
and recorded goodwill of
$
156.7
million. The
goodwill is
included in
the North
America Foodservice
segment and
is not
deductible for
tax purposes.
The pro
forma effects of this acquisition were not material.
During the
first quarter
of fiscal
2023,
we completed
the sale
of our
Helper main
meals and
Suddenly
Salad side
dishes business
to
Eagle Family Foods Group for $
606.8
million and recorded a pre-tax gain of $
442.2
million.
NOTE 4. RESTRUCTURING,
TRANSFORMATION,
IMPAIRMENT,
AND OTHER EXIT COSTS
INTANGIBLE ASSET
IMPAIRMENTS
In fiscal 2024, we
recorded a $
117.1
million non-cash goodwill impairment
charge related to
our Latin America reporting
unit. Please
see Note 6 for additional information.
In fiscal
2024, we
recorded $
103.1
million of
non-cash impairment
charges related
to our
Top
Chews
,
True
Chews
,
and
EPIC
brand
intangible assets. Please see Note 6 for additional information.
RESTRUCTURING AND TRANSFORMATION
INITIATIVES
We
view our
restructuring
and transformation
activities as
actions that
help us
meet our
long-term
growth
targets
and are
evaluated
against internal
rate of
return and
net present
value targets.
Each project
normally takes
one to
two years
to complete.
At completion
(or
as each
major
stage
is completed
in
the case
of multi-year
programs),
the project
begins
to
deliver
cash
savings and/or
reduced
depreciation. These activities result
in various restructuring and
transformation costs, including asset
write-offs, exit charges
including
severance,
contract
termination
fees,
and
decommissioning
and
other
costs.
Accelerated
depreciation
associated
with
restructured
assets, as
used in
the context
of our
disclosures regarding
restructuring activity,
refers to
the increase
in depreciation
expense caused
by shortening the
useful life or
updating the salvage
value of depreciable
fixed assets to
coincide with the
end of production
under an
approved project plan. Any impairment of the asset is recognized immediately
in the period the plan is approved.
53
Restructuring and transformation charges recorded
in fiscal 2025 were as follows:
In Millions
Global transformation initiative
$
70.1
Charges associated with restructuring actions previously
announced
17.4
Total restructuring
and transformation charges
$
87.5
In
fiscal
2025,
we
approved
a
multi-year
global
transformation
initiative
to
drive
increased
productivity
by
enhancing
end-to-end
business
processes,
enabled
by
targeted
organizational
actions.
We
expect
to
incur
approximately
$
130
million
of
transformation
charges related
to these actions, of
which approximately $
120
million will be
cash. These charges
are expected to
consist primarily of
severance and other benefit costs, as well
as other charges, including
consulting and professional fees. We
recognized $
68.7
million of
severance and
other benefit costs
and $
1.4
million of other
costs in
fiscal 2025
related to these
actions. We
expect these
actions to be
completed by the end of fiscal 2028.
In fiscal
2025, we
increased the
estimate of
restructuring charges
that we
expect to
incur related
to our previously
announced actions
in the International segment to optimize
our Häagen-Dazs shops network. As a result,
we expect to incur approximately $
24
million of
incremental
restructuring
charges
related
to
these
actions,
of
which,
approximately
$
12
million
will
be
cash.
These
incremental
charges are expected
to consist of approximately
$
9
million of asset write-offs,
$
7
million of severance, and
$
8
million of other costs.
We
expect to
incur total
restructuring charges
of approximately
$
32
million, of
which approximately
$
18
million will be
cash related
to these actions.
We expect these actions to
be completed by the end of fiscal 2026.
Certain actions are subject to union negotiations and works counsel consultations,
where required.
We paid
net $
13.2
million of cash related to
restructuring and transformation
actions in fiscal 2025.
We paid
net $
35.5
million of cash
in fiscal 2024.
Restructuring charges recorded in fiscal 2024 were
as follows:
In Millions
Commercial strategy actions
$
18.6
Charges associated with restructuring actions previously
announced
20.2
Total restructuring
charges
$
38.8
Restructuring charges recorded in fiscal 2023 were
as follows:
In Millions
Global supply chain actions
$
36.2
Network optimization actions
6.4
Charges associated with restructuring actions previously
announced
18.4
Total restructuring
charges
$
61.0
Restructuring,
transformation,
and
impairment
charges
and
restructuring
initiative
project-related
costs
are
classified
in
our
Consolidated Statements of Earnings as follows:
Fiscal Year
In Millions
2025
2024
2023
Restructuring, transformation, impairment, and other exit costs
$
78.3
$
241.4
$
56.2
Cost of sales
9.2
17.6
4.8
Total restructuring,
transformation, and impairment charges
87.5
259.0
61.0
Restructuring initiative project-related costs classified in cost of
sales
$
0.5
$
2.0
$
2.4
54
The roll forward of our restructuring, transformation, and other exit
cost reserves, included in other current liabilities, is as follows:
In Millions
Severance
Other Exit
Costs
Total
Reserve balance as of May 29, 2022
$
35.4
$
1.4
$
36.8
Fiscal 2023 charges, including foreign currency translation
41.6
0.1
41.7
Utilized in fiscal 2023
(29.4)
(1.4)
(30.8)
Reserve balance as of May 28, 2023
47.6
0.1
47.7
Fiscal 2024 charges, including foreign currency translation
-
0.1
0.1
Utilized in fiscal 2024
(32.8)
(0.2)
(33.0)
Reserve balance as of May 26, 2024
14.8
-
14.8
Fiscal 2025 charges, including foreign currency translation
70.1
-
70.1
Utilized in fiscal 2025
(7.8)
-
(7.8)
Reserve balance as of May 25, 2025
$
77.1
$
-
$
77.1
The charges
recognized in
the roll
forward of
our reserves
for restructuring,
transformation,
and other
exit costs do
not include
items
charged
directly
to
expense
(e.g.,
asset
impairment
charges,
the
gain
or
loss
on
the
sale
of
restructured
assets,
and
the
write-off
of
spare parts)
and other
periodic exit
costs recognized
as incurred,
as those
items are
not reflected
in our
restructuring, transformation,
and other exit cost reserves on our Consolidated Balance Sheets.
NOTE 5. INVESTMENTS IN UNCONSOLIDATED
JOINT VENTURES
We
have a
50
percent interest
in Cereal
Partners Worldwide
(CPW), which
manufactures and
markets ready-to-eat
cereal products
in
approximately
130
countries
outside
the
United
States
and
Canada.
CPW
also
markets
cereal
bars
in
European
countries
and
manufactures private label cereals for
customers in the United Kingdom.
We have
guaranteed a portion of CPW’s
debt and its pension
obligation in the United Kingdom.
We
also have
a
50
percent interest
in Häagen-Dazs
Japan, Inc.
(HDJ). This joint
venture manufactures
and markets
Häagen-Dazs
ice
cream products and frozen novelties.
Results from our CPW and HDJ joint ventures are reported for the
12 months
ended March 31.
Joint venture related balance sheet activity is as follows:
In Millions
May 25, 2025
May 26, 2024
Cumulative investments
$
431.8
$
368.9
Goodwill and other intangible assets
469.9
448.9
Aggregate advances included in cumulative investments
314.6
280.8
Joint venture earnings and cash flow activity is as follows:
Fiscal Year
In Millions
2025
2024
2023
Sales to joint ventures
$
7.8
$
4.8
$
5.8
Net (repayments) advances
(13.3)
2.7
32.2
Dividends received
44.6
50.4
69.9
55
Summary combined financial information for the joint ventures on
a 100 percent basis is as follows:
Fiscal Year
In Millions
2025
2024
2023
Net sales:
CPW
$
1,647.3
$
1,718.5
$
1,618.9
HDJ
323.1
319.3
338.5
Total net sales
1,970.4
2,037.8
1,957.4
Gross margin
686.8
672.2
667.7
Earnings before income taxes
89.4
145.2
169.3
Earnings after income taxes
61.5
119.9
126.9
In Millions
May 25, 2025
May 26, 2024
Current assets
$
751.0
$
777.4
Noncurrent assets
788.3
784.0
Current liabilities
1,314.1
1,310.6
Noncurrent liabilities
96.3
88.2
NOTE 6. GOODWILL AND OTHER INTANGIBLE
ASSETS
The components of goodwill and other intangible assets are as follows:
In Millions
May 25, 2025
May 26, 2024
Goodwill
$
15,622.4
$
14,750.7
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles
6,816.7
6,728.6
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles
420.9
402.2
Less accumulated amortization
(156.2)
(150.9)
Intangible assets subject to amortization
264.7
251.3
Other intangible assets
7,081.4
6,979.9
Total
$
22,703.8
$
21,730.6
Based on
the carrying
value of
finite-lived intangible
assets as of
May 25,
2025, amortization
expense for
each of
the next five
fiscal
years is estimated to be approximately $
20
million.
56
The changes in the carrying amount of goodwill for fiscal 2023, 2024, and 2025
are as follows:
In Millions
North
America
Retail
North
America Pet
North
America
Foodservice
International
(a)
Corporate
and 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
-
-
156.8
-
-
156.8
Divestitures
(2.0)
-
-
(0.4)
-
(2.4)
Other activity, primarily
foreign
currency translation
(8.5)
-
-
(12.8)
(0.4)
(21.7)
Balance as of May 28, 2023
6,542.4
6,062.8
805.6
708.4
392.0
14,511.2
Acquisitions
-
-
-
318.1
26.9
345.0
Impairment charge
-
-
-
(117.1)
-
(117.1)
Other activity, primarily
foreign
currency translation
(0.5)
-
(0.1)
7.7
4.5
11.6
Balance as of May 26, 2024
6,541.9
6,062.8
805.5
917.1
423.4
14,750.7
Acquisition
-
1,086.7
-
-
-
1,086.7
Divestiture
(14.6)
-
-
-
-
(14.6)
Reclassified to assets held for sale
(202.6)
-
(50.0)
-
-
(252.6)
Other activity, primarily
foreign
currency translation
(1.2)
-
-
34.6
18.8
52.2
Balance as of May 25, 2025
$
6,323.5
$
7,149.5
$
755.5
$
951.7
$
442.2
$
15,622.4
(a)
The
carrying
amounts
of
goodwill
within
the
International
segment
as
of
May
26,
2024,
and
May
25,
2025,
were
net
of
accumulated impairment losses of $
117.1
million.
The changes in the carrying amount of other intangible assets for fiscal 2023, 2024, and
2025 are as follows:
In Millions
Total
Balance as of May 29, 2022
$
6,999.9
Acquisition
3.8
Divestiture
(3.6)
Other activity, primarily
amortization and foreign currency translation
(32.5)
Balance as of May 28, 2023
6,967.6
Acquisition
132.6
Impairment charges
(103.1)
Other activity, primarily
amortization and foreign currency translation
(17.2)
Balance as of May 26, 2024
6,979.9
Acquisition
320.0
Divestiture
(44.4)
Reclassified to assets held for sale
(160.7)
Other activity, primarily
amortization and foreign currency translation
(13.4)
Balance as of May 25, 2025
$
7,081.4
Our
annual
goodwill
and
indefinite-lived
intangible
assets
impairment
test
was
performed
on
the
first
day
of
the
second
quarter
of
fiscal
2025,
and
we
determined
there
was
no
impairment
of
our
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
2025
assessment
date,
the
Progresso
,
Nudges
,
True
Chews
,
and
Kitano
brand
intangible
assets
had
risk
of
decreasing
coverage. We will continue
to monitor these businesses for potential impairment.
We did not
identify any indicators of impairment for all other goodwill and indefinite-lived
intangible assets as of May 25, 2025.
In fiscal
2024, as
a result
of lower
future profitability
projections for
our Latin
America reporting
unit, we
recorded a
$
117.1
million
non-cash
goodwill
impairment
charge.
In
addition,
as
a
result
of
lower
future
sales
and
profitability
projections
for
the
businesses
supporting
our
Top
Chews
,
True
Chews
,
and
EPIC
brand
intangible
assets,
we
recorded
$
103.1
million
of
non-cash
impairment
charges
in
fiscal
2024.
We
recorded
impairment
charges
in
restructuring, transformation, impairment, and other exit costs
in
our
Consolidated Statements
of Earnings.
Our estimates
of the
fair values
were determined
based on
a discounted
cash flow model
using
57
inputs which
included
our long-range
cash flow
projections
for
the businesses,
royalty
rates, weighted
-average
cost of
capital rates,
and tax rates. These fair values are Level 3 assets in the fair value hierarchy.
NOTE 7. LEASES
Our lease portfolio primarily
consists of operating lease
arrangements for certain
warehouse and distribution space,
office space, retail
shops,
production
facilities,
rail
cars,
production
and
distribution
equipment,
automobiles,
and
office
equipment.
Our
lease
costs
associated with finance
leases and
sale-leaseback transactions
and our
lease income associated
with lessor and
sublease arrangements
are not material to our Consolidated Financial Statements.
Components of our lease cost are as follows:
Fiscal Year
In Millions
2025
2024
2023
Operating lease cost
$
145.7
$
128.9
$
127.6
Variable
lease cost
7.5
8.9
6.1
Short-term lease cost
32.6
32.2
30.0
Maturities of our operating and finance lease obligations by fiscal year are
as follows:
In Millions
Operating Leases
Finance Leases
Fiscal 2026
$
134.0
$
-
Fiscal 2027
99.5
0.6
Fiscal 2028
78.7
0.4
Fiscal 2029
57.9
-
Fiscal 2030
31.6
-
After fiscal 2030
72.2
-
Total noncancelable
future lease obligations
$
473.9
$
1.0
Less: Interest
(55.8)
-
Present value of lease obligations
$
418.1
$
1.0
The
lease
payments
presented
in
the
table
above
exclude
$
82.5
million
of
minimum
lease
payments
for
operating
leases
we
have
committed to but have not yet commenced as of May 25, 2025.
The weighted-average remaining lease term and weighted-average
discount rate for our operating leases are as follows:
May 25, 2025
May 26, 2024
Weighted-average
remaining lease term
5.0
years
5.4
years
Weighted-average
discount rate
4.9
%
4.9
%
In addition, we had $
25.1
million of right of use assets and $
19.3
million of related lease liabilities classified as held for sale as of May
25, 2025.
Supplemental operating cash
flow information and non
-cash activity related to our
operating leases, including those
classified as held-
for-sale, are as follows:
Fiscal Year
In Millions
2025
2024
Cash paid for amounts included in the measurement of lease liabilities
$
152.7
$
129.7
Right of use assets obtained in exchange for new lease liabilities
$
163.4
$
139.8
58
NOTE 8. FINANCIAL INSTRUMENTS, RISK MANAGEMENT ACTIVITIES,
AND FAIR VALUES
FINANCIAL INSTRUMENTS
The
carrying
values
of
cash
and
cash
equivalents,
receivables,
accounts
payable,
other
current
liabilities,
and
notes
payable
approximate fair
value. Marketable
securities are
carried at
fair value.
As of
May 25,
2025, and
May 26,
2024, a
comparison of
cost
and market values of our marketable debt and equity securities is as follows:
Cost
Fair Value
Gross Unrealized Gains
Gross Unrealized Losses
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
In Millions
2025
2024
2025
2024
2025
2024
2025
2024
Available for
sale
debt securities
$
2.3
$
2.3
$
2.3
$
2.3
$
-
$
-
$
-
$
-
Equity securities
0.3
0.3
4.9
4.6
4.6
4.3
-
-
Total
$
2.6
$
2.6
$
7.2
$
6.9
$
4.6
$
4.3
$
-
$
-
There
were
no
net
realized
gains
or
losses
on
the
sale
of
marketable
securities
in
fiscal
2025.
Net
realized
losses
on
the
sale
of
marketable securities were $
7.6
million in fiscal 2024. Gains and losses are determined by specific identification.
Classification
of
marketable
securities
as
current
or
noncurrent
is
dependent
upon
our
intended
holding
period
and
the
security’s
maturity date. The
aggregate unrealized gains
and losses on available
for sale debt securities,
net of tax effects,
are classified in AOCI
within stockholders’ equity.
Scheduled maturities of our marketable securities are as follows:
Marketable Securities
In Millions
Cost
Fair Value
Under 1 year (current)
$
2.3
$
2.3
Equity securities
0.3
4.9
Total
$
2.6
$
7.2
As of May 25, 2025, we had $
2.3
million of marketable debt securities pledged as collateral for derivative contracts.
RISK MANAGEMENT ACTIVITIES
As a
part of
our ongoing
operations, we
are exposed
to market
risks such
as changes
in interest
and foreign
currency exchange
rates
and commodity and
equity prices. To
manage these risks, we
may enter into various
derivative transactions (e.g.,
futures, options, and
swaps) pursuant to our established policies.
COMMODITY PRICE RISK
Many commodities we
use in the
production and distribution
of our products
are exposed to
market price risks.
We
utilize derivatives
to manage price risk for our principal
ingredients and energy costs, including
grains (oats, wheat, and corn), oils
(principally soybean),
dairy products, natural
gas, and diesel fuel.
Our primary objective
when entering into
these derivative contracts
is to achieve
certainty
with
regard
to
the
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 in
cost
of sales in our Consolidated Statements of Earnings.
Although we do
not meet the
criteria for
cash flow hedge
accounting, we believe
that these instruments
are effective
in achieving our
objective of providing certainty
in the future price of commodities purchased
for use in our supply chain.
Accordingly, for
purposes of
measuring
segment
operating
performance
these
gains
and
losses
are
reported
in
unallocated
corporate
items
outside
of
segment
operating results
until such time
that the exposure
we are managing
affects earnings.
At that time,
we reclassify
the gain 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.
59
Unallocated corporate items for fiscal 2025, 2024, and 2023 included:
Fiscal Year
In Millions
2025
2024
2023
Net loss on mark-to-market valuation of commodity positions
$
(37.4)
$
(15.4)
$
(154.4)
Net loss (gain) on commodity positions reclassified from unallocated corporate
items to segment operating profit
52.8
40.0
(89.5)
Net mark-to-market revaluation of certain grain inventories
0.3
14.5
(48.0)
Net mark-to-market valuation of certain commodity positions recognized
in
unallocated corporate items
$
15.7
$
39.1
$
(291.9)
As
of
May
25,
2025,
the
net
notional
value
of
commodity
derivatives
was
$
227.1
million,
of
which
$
134.6
million
related
to
agricultural inputs and
$
92.5
million related to
energy inputs. These
contracts relate to
inputs that generally
will be utilized
within the
next
12
months.
INTEREST RATE RISK
We
are
exposed
to
interest
rate
volatility
with
regard
to
future
issuances
of
fixed-rate
debt,
and
existing
and
future
issuances
of
floating-rate debt. Primary exposures include U.S. Treasury
rates, SOFR, Euribor, and
commercial paper rates in the United States and
Europe.
We
use
interest
rate
swaps,
forward-starting
interest
rate
swaps,
and
treasury
locks
to
hedge
our
exposure
to
interest
rate
changes,
to
reduce
the
volatility
of
our
financing
costs,
and
to
achieve
a
desired
proportion
of
fixed-rate
versus
floating-rate
debt,
based
on
current
and
projected
market
conditions.
Generally
under
these
swaps,
we
agree
with
a
counterparty
to
exchange
the
difference between fixed-rate and floating-rate
interest amounts based on an agreed upon notional principal amount.
Floating Interest
Rate Exposures
— Floating-to-fixed
interest rate
swaps are
accounted for
as cash
flow hedges,
as are
all hedges
of
forecasted
issuances
of
debt.
Effectiveness
is
assessed
based
on
either
the
perfectly
effective
hypothetical
derivative
method
or
changes in the
present value of
interest payments on
the underlying debt.
Effective gains
and losses deferred
to AOCI are
reclassified
into earnings over the life of the associated debt.
Fixed
Interest
Rate
Exposures
—
Fixed-to-floating
interest
rate
swaps
are
accounted
for
as
fair
value
hedges
with
effectiveness
assessed
based
on
changes
in
the
fair
value
of
the
underlying
debt
and
derivatives,
using
incremental
borrowing
rates
currently
available on loans with similar terms and maturities.
During
the fourth
quarter of
fiscal 2025,
we entered
into a
€
750.0
million
notional amount
interest rate
swap to
convert
our
€
750.0
million fixed-rate notes due
April 17, 2032
, to a floating rate.
During the
second quarter of
fiscal 2025, in
advance of planned
debt financing,
we entered into
$
350.0
million of treasury
locks. The
treasury locks were terminated during the second quarter of fiscal
2025, in conjunction with the Company’s
issuance of $
750.0
million
of
fixed-rate
notes
due
January 30, 2035
.
Upon
termination,
a
gain
of $
0.1
million
was recognized
in AOCI
and
will be
amortized
through interest expense over the respective term of the debt.
During the
second quarter
of fiscal
2025, we
entered into
a $
750.0
million notional
amount interest
rate swap
to convert
our $
750.0
million of fixed-rate notes due
January 30, 2030
, to a floating rate.
During the second quarter of fiscal 2025, our
$
500.0
million notional amount interest rate swap to convert
our $
500.0
million of fixed-
rate notes due
November 18, 2025
to a floating
rate was called
by the counterparty
prior to the
maturity date. The
previously existing
swap was designated
as a fair value
hedge, and concurrent
with the swap
being called, we
ceased recording market
value adjustments
to the associated hedged debt.
During 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 $
0.3
million.
60
As of May 25,
2025,
the pre-tax amount
of cash-settled interest
rate hedge gain
or loss remaining
in AOCI, which
will be reclassified
to earnings over the remaining term of the related underlying debt, follows:
In Millions
Gain (Loss)
3.2
% notes due
February 10, 2027
$
2.9
1.5
% notes due
April 27, 2027
(0.6)
4.2
% notes due
April 17, 2028
(3.0)
3.907
% notes due
April 13, 2029
(3.4)
2.25
% notes due
October 14, 2031
12.6
4.95
% notes due
March 29, 2033
(1.1)
5.25
% notes due
January 30, 2035
0.1
4.55
% notes due
April 17, 2038
(7.0)
5.4
% notes due
June 15, 2040
(8.4)
4.15
% notes due
February 15, 2043
7.0
4.7
% notes due
April 17, 2048
(10.9)
Net pre-tax hedge loss in AOCI
$
(11.8)
The
following
table
summarizes
the
notional
amounts
and
weighted-average
interest
rates
of
our
interest
rate
derivatives.
Average
floating rates are based on rates as of the end of the reporting period.
In Millions, Except Average
Rate Data
May 25, 2025
May 26, 2024
Pay-floating swaps - notional amount
$
2,283.9
$
1,150.8
Average
receive rate
3.1
%
2.5
%
Average pay rate
4.0
%
4.9
%
As of May 25, 2025, the net notional amount and maturity dates of our floating-rate
swap contracts outstanding are as follows:
In Millions
Notional Amount
Fiscal 2026
$
681.7
Fiscal 2030
750.0
Fiscal 2032
852.2
Total
$
2,283.9
FOREIGN EXCHANGE RISK
Foreign currency
fluctuations affect
our net
investments in
foreign subsidiaries
and foreign
currency cash
flows related
to third
party
purchases,
intercompany
loans, product
shipments, and
foreign-denominated
debt.
We
are also
exposed
to the
translation of
foreign
currency
earnings
to
the
U.S.
dollar.
Our
principal
exposures
are
to
the
Australian
dollar,
Brazilian
real,
British
pound
sterling,
Canadian
dollar,
Chinese renminbi,
euro, Japanese
yen, Mexican
peso, and
Swiss franc.
We
primarily
use foreign
currency forward
contracts to selectively hedge our
foreign currency cash flow exposures.
We also
generally swap our foreign-denominated
commercial
paper
borrowings
and
nonfunctional
currency
intercompany
loans
back
to U.S.
dollars
or
the
functional
currency
of the
entity
with
foreign exchange exposure.
The gains or losses
on these derivatives offset
the foreign currency
revaluation gains or losses
recorded in
earnings on the associated borrowings. We
generally do not hedge more than 18 months in advance.
As of May 25, 2025, the net notional value of foreign exchange derivatives
was $
831.3
million.
We
also have
net investments
in foreign
subsidiaries that
are denominated
in euros.
We
hedged a portion
of these net
investments by
issuing
euro-denominated
commercial
paper
and
foreign
exchange
forward
contracts.
As of
May
25,
2025,
we
hedged
a
portion
of
these net
investments
with €
4,742.8
million of
euro denominated
bonds. As
of May
25, 2025,
we had
deferred
net foreign
currency
transaction losses of $
123.5
million in AOCI associated with net investment hedging activity.
EQUITY INSTRUMENTS
Equity
price
movements
affect
our
compensation
expense
as
certain
investments
made
by
our
employees
in
our
deferred
compensation plan
are revalued. We
use equity swaps
to manage this
risk. As of
May 25, 2025,
the net notional
amount and maturity
dates of our equity swap contracts outstanding are as follows:
61
In Millions
Notional Amount
Fiscal 2026
$
194.5
Fiscal 2027
8.2
Total
$
202.7
FAIR VALUE
MEASUREMENTS AND FINANCIAL STATEMENT
PRESENTATION
The
fair
values
of
our
assets,
liabilities,
and
derivative
positions
recorded
at
fair
value
and
their
respective
levels
in
the
fair
value
hierarchy as of May 25, 2025, and May 26, 2024, were as follows:
May 25, 2025
May 25, 2025
Fair Values
of Assets
Fair Values
of Liabilities
In Millions
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Derivatives designated as hedging instruments:
Interest rate contracts (a) (b)
$
-
$
5.0
$
-
$
5.0
$
-
$
(11.4)
$
-
$
(11.4)
Foreign exchange contracts (a) (c)
-
4.1
-
4.1
-
(13.5)
-
(13.5)
Total
-
9.1
-
9.1
-
(24.9)
-
(24.9)
Derivatives not designated as hedging
instruments:
Foreign exchange contracts (a) (c)
-
0.2
-
0.2
-
(1.3)
-
(1.3)
Commodity contracts (a) (d)
0.6
0.9
-
1.5
(0.2)
(7.4)
-
(7.6)
Grain contracts (a) (d)
-
2.2
-
2.2
-
(4.0)
-
(4.0)
Total
0.6
3.3
-
3.9
(0.2)
(12.7)
-
(12.9)
Other assets and liabilities reported at fair value:
Marketable investments (a) (e)
4.9
2.3
-
7.2
-
-
-
-
Long-lived assets (f)
-
2.0
-
2.0
-
-
-
-
Total
4.9
4.3
-
9.2
-
-
-
-
Total assets, liabilities, and
derivative positions
recorded at fair value
$
5.5
$
16.7
$
-
$
22.2
$
(0.2)
$
(37.6)
$
-
$
(37.8)
(a)
These contracts and investments
are recorded as prepaid
expenses and other current
assets, other assets, other
current liabilities or
other liabilities,
as appropriate,
based on
whether in
a gain
or loss
position. Certain
marketable investments
are recorded
as cash
and cash equivalents.
(b)
Based on
EURIBOR,
SOFR, and
swap rates.
As of
May 25, 2025,
the carrying
amount of
hedged debt
designated as
the hedged
item in a fair
value hedge was $
2,280.6
million, of which
$
675.6
million and $
1,605.0
million was classified
on the Consolidated
Balance
Sheets
within
current
portion
of
long-term
debt
and
long-term
debt,
respectively.
As of
May 25,
2025,
the
cumulative
amount of fair value hedging basis adjustments was $
3.2
million.
(c)
Based on observable market transactions of spot currency rates and forward
currency prices.
(d)
Based on prices of futures exchanges and recently reported transactions in the
marketplace.
(e)
Based on prices of common stock, mutual fund net asset values, and bond matrix
pricing.
(f)
We
recorded immaterial
non-cash impairment
charges in
fiscal 2025
to write
down certain
long-lived
assets to
their fair
value.
Fair
value
was based
on
recently
reported
transactions
for
similar
assets
in
the
marketplace.
These
assets
were
associated
with
previously announced restructuring actions described in Note 4.
62
May 26, 2024
May 26, 2024
Fair Values
of Assets
Fair Values
of Liabilities
In Millions
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Derivatives designated as hedging instruments:
Interest rate contracts (a) (b)
$
-
$
-
$
-
$
-
$
-
$
(39.8)
$
-
$
(39.8)
Foreign exchange contracts (a) (c)
-
5.7
-
5.7
-
(5.1)
-
(5.1)
Total
-
5.7
-
5.7
-
(44.9)
-
(44.9)
Derivatives not designated as hedging
instruments:
Foreign exchange contracts (a) (c)
-
-
-
-
-
(5.2)
-
(5.2)
Commodity contracts (a) (d)
2.1
1.1
-
3.2
-
(12.1)
-
(12.1)
Grain contracts (a) (d)
-
7.9
-
7.9
-
(6.5)
-
(6.5)
Total
2.1
9.0
-
11.1
-
(23.8)
-
(23.8)
Other assets and liabilities reported at fair value:
Marketable investments (a) (e)
4.6
2.3
-
6.9
-
-
-
-
Indefinite-lived intangible assets (f)
-
-
25.0
25.0
-
-
-
-
Total
4.6
2.3
25.0
31.9
-
-
-
-
Total assets, liabilities, and
derivative positions
recorded at fair value
$
6.7
$
17.0
$
25.0
$
48.7
$
-
$
(68.7)
$
-
$
(68.7)
(a)
These contracts and investments
are recorded as prepaid
expenses and other current
assets, other assets, other
current liabilities or
other liabilities,
as appropriate,
based on
whether in
a gain
or loss
position. Certain
marketable investments
are recorded
as cash
and cash equivalents.
(b)
Based on
EURIBOR,
SOFR, and
swap rates.
As of
May 26, 2024,
the carrying
amount of
hedged debt
designated as
the hedged
item in a
fair value hedge
was $
1,116.6
million and was
classified on the
Consolidated Balance Sheets
within long-term
debt. As
of May 26, 2024, the cumulative amount of fair value hedging basis adjustments
was $
34.2
million.
(c)
Based on observable market transactions of spot currency rates and forward
currency prices.
(d)
Based on prices of futures exchanges and recently reported transactions in the
marketplace.
(e)
Based on prices of common stock, mutual fund net asset values, and bond matrix pricing.
(f)
See Note 6.
We did not
significantly change our valuation techniques from prior periods.
The
fair value
of our
long-term
debt
is estimated
using
Level 2
inputs based
on quoted
prices
for
those
instruments. Where
quoted
prices are not available, fair value is estimated using
discounted cash flows and market-based expectations
for interest rates, credit risk
and
the
contractual
terms
of
the
debt
instruments.
As
of
May
25,
2025,
the
fair
value
and
carrying
amount
of
our
long-term
debt,
including the
current portion,
were $
13,579.5
million and
$
14,201.6
million, respectively.
As of
May 26,
2024, the
carrying amount
and fair value of our long-term debt, including the current portion, were
$
12,148.7
million and $
12,918.3
million, respectively.
63
Information
related
to our
cash flow
hedges,
fair value
hedges, and
other
derivatives
not designated
as hedging
instruments for
the
fiscal years ended May 25, 2025, and May 26, 2024, follows:
Interest Rate
Contracts
Foreign
Exchange
Contracts
Equity
Contracts
Commodity
Contracts
Total
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
In Millions
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Derivatives in Cash Flow Hedging
Relationships:
Amount of gain (loss) recognized in
other comprehensive income (OCI)
$
0.1
$
-
$
(8.1)
$
(4.3)
$
-
$
-
$
-
$
-
$
(8.0)
$
(4.3)
Amount of net (loss) gain reclassified
from AOCI into earnings (a)
(0.2)
0.9
2.5
3.2
-
-
-
-
2.3
4.1
Amount of net gain recognized in
earnings (b)
-
0.3
-
-
-
-
-
-
-
0.3
Derivatives in Fair Value
Hedging
Relationships:
Amount of net gain (loss) recognized
in earnings (b)
3.0
(0.2)
-
-
-
-
-
-
3.0
(0.2)
Derivatives Not Designated as
Hedging Instruments:
Amount of net (loss) gain recognized
in earnings (c)
$
-
$
-
$
(16.0)
$
(8.5)
$
6.3
$
21.6
$
(22.0)
$
15.1
$
(31.7)
$
28.2
(a)
(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. For the
fiscal year ended May 25,
2025, the amount of
gain reclassified from AOCI
into
cost of sales
was $
12.7
million and
the amount of
loss reclassified from
AOCI into SG&A
was $
10.2
million. For
the fiscal year
ended
May 26,
2024,
the
amount
of
gain
reclassified
from
AOCI
into
cost
of
sales
was
$
7.0
million
and
the
amount
of
loss
reclassified from AOCI into SG&A was $
3.8
million.
(b)
Gain (loss) recognized in earnings is reported in interest, net for interest rate
contracts.
(c)
(Loss) gain recognized in
earnings is reported in SG&A
and after-tax earnings from
joint ventures for foreign
exchange contracts,
SG&A for equity contracts, and cost of sales for commodity contracts.
The following
tables reconcile
the net
fair values
of assets
and
liabilities subject
to offsetting
arrangements
that are
recorded
in our
Consolidated Balance Sheets to the net fair values that could be reported
in our Consolidated Balance Sheets:
May 25, 2025
Assets
Liabilities
Gross Amounts Not Offset
in the Balance Sheet (d)
Gross Amounts Not Offset
in the Balance Sheet (d)
In Millions
Gross
Amounts of
Recognized
Assets
Gross
Liabilities
Offset in the
Balance Sheet
Net Amounts
of Assets
(a)
Financial
Instruments
Cash
Collateral
Received
Net Amount
(b)
Gross
Amounts of
Recognized
Liabilities
Gross Assets
Offset in the
Balance Sheet
Net Amounts
of Liabilities
(a)
Financial
Instruments
Cash
Collateral
Pledged
Net Amount
(c)
Commodity contracts
$
1.5
$
-
$
1.5
$
(1.0)
$
-
$
0.5
$
(7.6)
$
-
$
(7.6)
$
1.0
$
-
$
(6.6)
Interest rate contracts
4.6
-
4.6
(2.2)
-
2.4
(18.3)
-
(18.3)
2.2
-
(16.1)
Foreign exchange contracts
4.3
-
4.3
(3.8)
-
0.5
(14.8)
-
(14.8)
3.8
-
(11.0)
Equity contracts
3.8
-
3.8
(1.0)
-
2.8
(1.0)
-
(1.0)
1.0
-
-
Total
$
14.2
$
-
$
14.2
$
(8.0)
$
-
$
6.2
$
(41.7)
$
-
$
(41.7)
$
8.0
$
-
$
(33.7)
(a)
Net fair value as recorded in our Consolidated Balance Sheets.
(b)
Fair value of assets that could be reported net in our Consolidated Balance Sheets.
(c)
Fair value of liabilities that could be reported net in our Consolidated Balance Sheets.
(d)
Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.
64
May 26, 2024
Assets
Liabilities
Gross Amounts Not Offset
in the Balance Sheet (e)
Gross Amounts Not Offset
in the Balance Sheet (e)
In Millions
Gross
Amounts of
Recognized
Assets
Gross
Liabilities
Offset in the
Balance
Sheet (a)
Net
Amounts of
Assets
(b)
Financial
Instruments
Cash
Collateral
Received
Net Amount
(c)
Gross
Amounts of
Recognized
Liabilities
Gross
Assets
Offset in the
Balance
Sheet (a)
Net
Amounts of
Liabilities
(b)
Financial
Instruments
Cash
Collateral
Pledged
Net Amount
(d)
Commodity contracts
$
3.2
$
-
$
3.2
$
(3.2)
$
-
$
-
$
(12.1)
$
-
$
(12.1)
$
3.2
$
3.5
$
(5.4)
Interest rate contracts
-
-
-
-
-
-
(49.4)
-
(49.4)
-
26.3
(23.1)
Foreign exchange contracts
5.7
-
5.7
(3.9)
-
1.8
(10.3)
-
(10.3)
3.9
-
(6.4)
Equity contracts
4.4
-
4.4
-
-
4.4
(0.2)
-
(0.2)
-
-
(0.2)
Total
$
13.3
$
-
$
13.3
$
(7.1)
$
-
$
6.2
$
(72.0)
$
-
$
(72.0)
$
7.1
$
29.8
$
(35.1)
(a)
Includes related collateral offset in our Consolidated Balance Sheets.
(b)
Net fair value as recorded in our Consolidated Balance Sheets.
(c)
Fair value of assets that could be reported net in our Consolidated Balance Sheets.
(d)
Fair value of liabilities that could be reported net in our Consolidated Balance Sheets.
(e)
Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.
AMOUNTS RECORDED IN ACCUMULATED
OTHER COMPREHENSIVE LOSS
As of May 25, 2025, the after-tax amounts of unrealized
losses in AOCI related to hedge derivatives follows:
In Millions
After-Tax
Loss
Unrealized loss from interest rate cash flow hedges
$
(7.1)
Unrealized loss from foreign currency cash flow hedges
(0.3)
After-tax loss in AOCI related to hedge derivatives
$
(7.4)
The net amount
of pre-tax gains and
losses in AOCI as
of May 25,
2025, that we expect
to be reclassified
into net earnings
within the
next 12 months is a $
2.1
million net gain.
CREDIT-RISK-RELATED
CONTINGENT FEATURES
Certain of our
derivative instruments contain
provisions that require
us to maintain an
investment grade credit rating
on our debt
from
each
of
the
major
credit
rating
agencies.
If
our
debt
were
to
fall
below
investment
grade,
the
counterparties
to
the
derivative
instruments
could
request
full
collateralization
on
derivative
instruments
in
net
liability
positions.
The
aggregate
fair
value
of
all
derivative instruments with credit-risk-related
contingent features that were in
a liability position on May
25, 2025, was $
24.8
million.
We have
posted no collateral under
these contracts. If the credit-risk-related
contingent features underlying these
agreements had been
triggered on May 25, 2025, we would have been required to post $
24.8
million of collateral to counterparties.
CONCENTRATIONS OF
CREDIT AND COUNTERPARTY
CREDIT RISK
During fiscal 2025, customer concentration was as follows:
Percent of total
Consolidated
North America
Retail
North America
Foodservice
International
North America
Pet
Walmart (a):
Net sales
22
%
31
%
10
%
2
%
18
%
Accounts receivable
24
%
8
%
8
%
15
%
Five largest customers:
Net sales
55
%
54
%
27
%
66
%
(a)
Includes Walmart Inc.
and its affiliates.
No customer other than Walmart
accounted for
10
percent or more of our consolidated net sales.
We
enter
into
interest
rate,
foreign
exchange,
and
certain
commodity
and
equity
derivatives,
primarily
with
a
diversified
group
of
highly rated
counterparties. We
continually monitor
our positions and
the credit ratings
of the counterparties
involved and,
by policy,
limit
the
amount
of
credit
exposure
to
any
one
party.
These
transactions
may
expose
us
to
potential
losses
due
to
the
risk
of
nonperformance
by
these
counterparties;
however,
we
have
not
incurred
a
material
loss.
We
also
enter
into
commodity
futures
transactions through various regulated exchanges.
65
The amount
of loss due
to the credit
risk of the
counterparties, should
the counterparties
fail to
perform according
to the terms
of the
contracts,
is $
6.3
million. We
have
no
collateral
held against
these contracts.
Under the
terms of
our swap
agreements,
some of
our
transactions
require
collateral
or
other
security
to
support
financial
instruments
subject
to
threshold
levels
of
exposure
and
counterparty
credit
risk.
Collateral
assets
are
either
cash
or
U.S.
Treasury
instruments
and
are
held
in
a
trust
account
that
we
may
access if the counterparty defaults.
We
offer
certain
suppliers
access
to
third-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, 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
agreements.
The
roll
forward
of
our
obligations,
included
in
accounts payable
,
payable
to
suppliers
who
utilize
these
third-party
services
is
as
follows:
In Millions
Total
Balance as of May 26, 2024
$
1,404.4
Additions, including foreign currency translation
4,116.8
Payments
(4,093.7)
Balance as of May 25, 2025
$
1,427.5
NOTE 9. DEBT
NOTES PAYABLE
The components of notes payable and their respective weighted-average
interest rates at the end of the periods were as follows:
May 25, 2025
May 26, 2024
In Millions
Notes Payable
Weighted-
Average
Interest Rate
Notes Payable
Weighted-
Average
Interest Rate
U.S. commercial paper
$
669.4
4.5
%
$
-
-
%
Financial institutions
7.6
5.8
11.8
8.8
Total
$
677.0
4.5
%
$
11.8
8.8
%
To ensure availability
of funds, we maintain bank credit lines and have commercial paper programs
available to us in the United States
and Europe.
The following table details the credit facilities and lines of credit we had available
as of May 25, 2025:
In Millions
Borrowing
Capacity
Borrowed
Amount
Committed credit facility expiring October 2029
$
2,700.0
$
-
Uncommitted credit facilities and lines of credit
703.7
7.6
Total
$
3,403.7
$
7.6
In
the
second
quarter
of fiscal
2025,
we
entered
into
a
$
2.7
billion
fee-paid
committed
credit
facility
that
is
scheduled
to
expire
in
October 2029. Concurrent with the execution of this credit facility,
we terminated our existing $
2.7
billion credit facility.
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 May 25, 2025.
66
LONG-TERM DEBT
In
the
fourth
quarter
of
fiscal
2025,
we
issued
€
750.0
million
of
3.6
percent
fixed-rate
notes
due
April 17, 2032
.
We
used
the
net
proceeds
to
repay
$
800.0
million
of
4.0
percent
fixed-rate
notes
due
April 17, 2025
and
a
portion
of
our
outstanding
commercial
paper, as well as for general corporate
purposes.
In the third
quarter of fiscal 2025,
we repaid $
500.0
million of
5.241
percent fixed-rate notes
due
November 18, 2025
, using proceeds
from the issuance of commercial paper.
In the second quarter of
fiscal 2025, we issued $
750.0
million of
4.875
percent fixed-rate notes due
January 30, 2030
. We
used the net
proceeds to fund the Whitebridge Pet Brands acquisition.
In the second
quarter of fiscal
2025, we issued
$
750.0
million of
5.25
percent fixed-rate notes
due
January 30, 2035
. We
used the net
proceeds to fund the Whitebridge Pet Brands acquisition.
In the
second quarter
of fiscal
2025, we
issued €
250.0
million of
floating-rate notes
due
April 22, 2026
. We
used the
net proceeds
to
repay €
250.0
million of floating-rate notes due
November 8, 2024
.
In the
second quarter
of fiscal
2025, we
issued €
500.0
million of
floating-rate notes
due
October 22, 2026
. We
used the
net proceeds
to repay €
500.0
million of floating-rate notes due
November 8, 2024
.
In the
fourth quarter
of fiscal 2024,
we issued €
500.0
million of
3.65
percent fixed-rate
notes due
October 23, 2030
. We
used the
net
proceeds for general corporate purposes.
In
the fourth
quarter
of fiscal
2024,
we issued
€
500.0
million
of
3.85
percent
fixed-rate notes
due
April 23, 2034
.
We
used
the net
proceeds for general corporate purposes.
In
the
third
quarter of
fiscal
2024,
we
issued
$
500.0
million
of
4.7
percent
fixed-rate
notes due
January 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
.
A summary of our long-term debt is as follows:
In Millions, Except Weighted-Average
Interest Data
Weighted-Average
Interest Rate (a)
May 25, 2025
May 26, 2024
Notes due fiscal 2025
-
%
$
-
$
1,613.5
Notes due fiscal 2026
0.8
1,533.9
1,693.2
Notes due fiscal 2027
3.1
2,276.5
1,687.8
Notes due fiscal 2028
4.2
1,400.0
1,400.0
Notes due fiscal 2029
4.5
1,352.2
1,313.5
Notes due fiscal 2030
3.9
1,500.0
750.0
Notes due fiscal 2031 - 2051
4.1
6,389.7
4,736.1
Net impact of unamortized debt discounts, debt issuance
costs, interest rate swaps, and finance leases
(250.7)
(275.8)
14,201.6
12,918.3
Less amount due within one year
(1,528.4)
(1,614.1)
Total long-term debt
$
12,673.2
$
11,304.2
(a)
Weighted average
interest rates as of May 25, 2025.
The following table details the currency of our outstanding bonds:
67
In Millions
May 25, 2025
May 26, 2024
US Dollar
$
9,055.3
$
8,855.3
Euro
$
5,397.0
$
4,338.8
Certain of our
long-term debt agreements
contain restrictive
covenants.
As of May 25, 2025, we were in compliance with all of these
covenants.
The $
11.8
million pre-tax loss recorded in AOCI as of May 25, 2025 associated
with our previously designated interest rate swaps will
be reclassified
to net
interest over
the remaining
lives of
the hedged
transactions. The
amount expected
to be reclassified
from AOCI
to net interest in fiscal 2026 is a $
0.1
million pre-tax gain.
NOTE 10. NONCONTROLLING INTERESTS
Our principal noncontrolling
interest related to our General
Mills Cereals, LLC (GMC)
subsidiary. The
third-party holder of the GMC
Class
A
limited
membership
interests (GMC
Class
A
Interests)
received
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.
On June 1,
2024, the floating
preferred return
rate was reset
to the sum
of the
three-month Term SOFR
plus
261
basis points.
During the
fourth quarter
of fiscal 2025,
we purchased
the outstanding
GMC Class A
Interests from
the third-party
holder for
$
252.8
million. The purchase
price reflected the
GMC Class A Interests’
original capital account balance
of $
242.3
million and $
10.5
million
primarily
related
to
capital
account
appreciation
attributable
and
paid
to
the
third-party
holder
of
the
Class
A
Interests.
The
capital
appreciation paid to the third-party holder of the Class A Interests was recorded
as a direct reduction to retained earnings, a component
of stockholders’
equity,
on the Consolidated
Balance Sheets, and
reduced net earnings
available to common
stockholders in our
basic
and diluted earnings per share (EPS) calculations.
For
financial
reporting
purposes,
the
assets,
liabilities,
results
of
operations,
and
cash
flows
of
our
non-wholly
owned
consolidated
subsidiaries
are
included
in
our
Consolidated
Financial
Statements.
The
third-party
investor’s
share
of
the
net
earnings
of
these
subsidiaries is reflected in net earnings attributable to noncontrolling
interests in our Consolidated Statements of Earnings.
NOTE 11. STOCKHOLDERS’
EQUITY
Cumulative preference stock of
5.0
million shares, without par value, is authorized but unissued.
On June 27, 2022, our Board of Directors authorized the
repurchase of up to
100
million shares of our common stock. Purchases under
the authorization
can be
made in
the open
market or
in privately
negotiated
transactions, including
the use
of call
options and
other
derivative
instruments,
Rule
10b5-1
trading
plans,
and
accelerated
repurchase
programs.
The
authorization
has
no
specified
termination date.
Share repurchases were as follows:
Fiscal Year
In Millions
2025
2024
2023
Shares of common stock
18.7
29.2
18.0
Aggregate purchase price
$
1,213.5
$
2,021.2
$
1,403.6
68
The following tables provide details of total comprehensive income:
Fiscal 2025
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Net earnings, including earnings attributable to
noncontrolling interests
$
2,295.2
$
23.7
Other comprehensive (loss) income:
Foreign currency translation
$
(161.9)
$
46.6
(115.3)
0.4
Net actuarial gain
21.3
(4.1)
17.2
-
Other fair value changes:
Hedge derivatives
(8.0)
0.6
(7.4)
-
Reclassification to earnings:
Foreign currency translation (a)
33.9
-
33.9
-
Hedge derivatives (b)
(2.3)
2.1
(0.2)
-
Amortization of losses and prior service costs (c)
58.1
(11.6)
46.5
-
Other comprehensive (loss) income
$
(58.9)
$
33.6
(25.3)
0.4
Total comprehensive
income
$
2,269.9
$
24.1
(a)
Loss reclassified from AOCI into earnings is reported in divestitures gain, net.
(b)
Gain reclassified
from AOCI
into earnings
is reported
in interest,
net for
interest rate
swaps and
in cost
of sales
and SG&A
expenses for foreign exchange contracts.
(c)
Loss reclassified from AOCI into earnings is reported in benefit plan non-service
income.
Fiscal 2024
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Net earnings, including earnings attributable to
noncontrolling interests
$
2,496.6
$
22.0
Other comprehensive (loss) income:
Foreign currency translation
$
(98.4)
$
11.7
(86.7)
0.1
Net actuarial loss
(239.4)
52.3
(187.1)
-
Other fair value changes:
Hedge derivatives
(4.4)
1.2
(3.2)
-
Reclassification to earnings:
Hedge derivatives (a)
(4.1)
1.6
(2.5)
-
Amortization of losses and prior service costs (b)
46.5
(9.8)
36.7
-
Other comprehensive (loss) income
$
(299.8)
$
57.0
(242.8)
0.1
Total comprehensive
income
$
2,253.8
$
22.1
(a)
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.
(b)
Loss reclassified from AOCI into earnings is reported in benefit plan non-service
income.
69
Fiscal 2023
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Net earnings, including earnings attributable to
noncontrolling interests
$
2,593.9
$
15.7
Other comprehensive (loss) income:
Foreign currency translation
$
(110.2)
$
(0.3)
(110.5)
(0.3)
Net actuarial loss
(295.5)
67.5
(228.0)
-
Other fair value changes:
Hedge derivatives
3.8
(2.5)
1.3
-
Reclassification to earnings:
Foreign currency translation (a)
(7.4)
-
(7.4)
-
Hedge derivatives (b)
(24.7)
6.0
(18.7)
-
Amortization of losses and prior service costs (c)
72.9
(16.0)
56.9
-
Other comprehensive loss
$
(361.1)
$
54.7
(306.4)
(0.3)
Total comprehensive
income
$
2,287.5
$
15.4
(a)
Gain reclassified from AOCI into earnings is reported in divestitures gain,
net.
(b)
Gain reclassified
from AOCI
into earnings
is reported
in interest,
net for
interest rate
swaps and
in cost
of sales
and SG&A
expenses for foreign exchange contracts.
(c)
Loss reclassified from AOCI into earnings is reported in benefit plan non-service
income.
In
fiscal
2025,
2024,
and
2023,
except
for
certain
reclassifications
to
earnings,
changes
in other
comprehensive
(loss) income
were
primarily non-cash items.
Accumulated other comprehensive loss balances, net of tax effects,
were as follows:
In Millions
May 25, 2025
May 26, 2024
Foreign currency translation adjustments
$
(876.7)
$
(795.3)
Unrealized (loss) gain
from hedge derivatives
(7.4)
0.2
Pension, other postretirement, and postemployment benefits:
Net actuarial loss
(1,726.8)
(1,806.3)
Prior service credits
65.9
81.7
Accumulated other comprehensive loss
$
(2,545.0)
$
(2,519.7)
NOTE 12. STOCK PLANS
We
use broad-based stock
plans to help
ensure that management’s
interests are aligned
with those of
our shareholders. As
of May 25,
2025,
a total
of
29.5
million shares
were available
for grant
in the
form of
stock options,
restricted
stock, restricted
stock units,
and
shares
of unrestricted
stock under
the 2022
Stock Compensation
Plan
(2022
Plan). The
2022
Plan
also provides
for
the issuance
of
cash-settled
share-based
units, stock
appreciation
rights, and
performance-based
stock awards.
Stock-based
awards now
outstanding
include
some
granted
under
the
2017
Stock
Compensation
Plan,
under
which
no
further
awards
may
be
granted.
The
stock
plans
provide for potential accelerated vesting of awards upon retirement,
termination, or death of eligible employees and directors.
70
Stock Options
The
estimated
fair
values
of
stock
options
granted
and
the
assumptions
used
for
the
Black-Scholes
option-pricing
model
were
as
follows:
Fiscal Year
2025
2024
2023
Estimated fair values of stock options granted
$
13.26
$
17.47
$
14.16
Assumptions:
Risk-free interest rate
4.5
%
4.0
%
3.3
%
Expected term
8.5
years
8.5
years
8.5
years
Expected volatility
21.6
%
21.5
%
20.9
%
Dividend yield
3.8
%
2.8
%
3.1
%
We
estimate the
fair value
of each
option on
the grant
date using
a Black-Scholes
option-pricing
model, which
requires us
to make
predictive assumptions
regarding future
stock price volatility,
employee exercise
behavior, dividend
yield, and
the forfeiture
rate. 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
expected
term
represents
the
period
of
time
that
options
granted
are
expected
to
be
outstanding
based
on
historical
data
to
estimate option exercises and employee
terminations within the valuation
model. Separate groups of employees
have similar historical
exercise behavior and therefore
were aggregated into a
single pool for valuation
purposes. The weighted-average expected
term for all
employee groups is presented in the table
above. The risk-free interest rate for
periods during the expected term of
the options is based
on the U.S. Treasury zero-coupon yield curve in
effect at the time of grant.
Any corporate
income tax
benefit realized
upon exercise
or vesting
of an
award in
excess of
that previously
recognized in
earnings
(referred to
as a
windfall tax
benefit) is
presented in
our Consolidated
Statements of
Cash Flows
as an
operating cash
flow.
Realized
windfall
tax
benefits
and
shortfall
tax
deficiencies
related
to
the
exercise
or
vesting
of
stock-based
awards
are
recognized
in
the
Consolidated Statements
of Earnings.
Windfall tax benefits from stock-based payments
in income tax expense in our Consolidated Statements of Earnings were as follows:
Fiscal Year
In Millions
2025
2024
2023
Windfall tax benefits from stock-based payments
$
5.3
$
10.2
$
32.3
Under the 2022 Plan,
options may be priced
at
100
percent or more of the
fair market value on the
date of grant, generally issued
with
four-year
graded vesting or
four-year
cliff vesting. Options
generally expire within
10 years and one month
after the date of
grant. As
of May 25, 2025, stock option awards outstanding include some granted under
the 2017 Stock Compensation Plan.
Information on stock option activity follows:
Options
Outstanding
(Thousands)
Weighted-Average
Exercise Price Per
Share
Weighted-Average
Remaining
Contractual Term
(Years)
Aggregate Intrinsic
Value (Millions)
Balance as of May 26, 2024
12,044.4
$
59.19
5.0
$
120.5
Granted
1,322.3
63.51
Exercised
(780.9)
54.57
Forfeited or expired
(152.2)
67.29
Outstanding as of May 25, 2025
12,433.6
$
59.84
4.7
$
14.4
Exercisable as of May 25, 2025
8,071.6
$
56.31
3.1
$
14.4
71
Stock-based compensation expense related to stock option awards was as follows:
Fiscal Year
In Millions
2025
2024
2023
Compensation expense related to stock option awards
$
15.8
$
13.9
$
12.3
Net
cash
proceeds
from
the
exercise
of
stock
options
less
shares
used
for
minimum
withholding
taxes
and
the
intrinsic
value
of
options exercised were as follows:
Fiscal Year
In Millions
2025
2024
2023
Net cash proceeds
$
43.0
$
25.5
$
232.3
Intrinsic value of options exercised
$
11.7
$
7.6
$
118.7
Restricted Stock, Restricted Stock Units, and Performance Share
Units
Stock
and
units
settled
in
stock
subject
to
a
restricted
period
and
a
purchase
price,
if
any
(as
determined
by
the
Compensation
Committee of
the Board
of Directors),
may be
granted to
key employees
under the
2022 Plan.
Under the
2022 Plan,
restricted stock
and
restricted
stock
units
are
generally
issued
with
four-year
graded
vesting
or
four-year
cliff
vesting.
Performance
share
units
are
earned primarily
based on
our future
achievement of
three-year goals
for average
organic net
sales growth
and cumulative
operating
cash
flow
and
a
relative
total
shareholder
return
modifier.
Performance
share
units
are
settled
in
common
stock
and
are
generally
subject
to
a
three-year
performance
and
vesting
period.
The
sale
or
transfer
of
these
awards
is
restricted
during
the
vesting
period.
Participants holding restricted stock,
but not restricted stock units
or performance share units, are
entitled to vote on
matters submitted
to
holders
of
common
stock
for
a
vote.
These
awards
accumulate
dividends
from
the
date
of
grant,
but
participants
only
receive
payment
if the
awards vest.
As of
May 25,
2025,
restricted stock
units and
performance share
units include
some granted
under the
2017 Stock Compensation Plan.
Information on restricted stock unit and performance share unit activity
follows:
Equity Classified
Liability Classified
Share-Settled Units
(Thousands)
Weighted-Average
Grant-Date Fair
Value
Share-Settled Units
(Thousands)
Weighted-Average
Grant-Date Fair
Value
Non-vested as of May 26, 2024
4,590.1
$
66.94
69.1
$
67.49
Granted
1,671.8
63.37
26.2
63.27
Vested
(1,768.0)
63.35
(27.3)
65.28
Forfeited
(403.6)
68.26
(9.1)
67.56
Non-vested as of May 25, 2025
4,090.3
$
66.90
58.9
$
66.63
Fiscal Year
2025
2024
2023
Number of units granted (thousands)
1,698.0
1,517.8
2,066.4
Weighted-average
price per unit
$
63.37
$
73.38
$
69.77
The
total
grant-date
fair
value
of
restricted
stock
unit
awards
that
vested
was
$
113.8
million
in
fiscal
2025,
$
92.9
million
in
fiscal
2024, and $
107.4
million in fiscal 2023.
As of May
25, 2025, unrecognized
compensation expense
related to non-vested
stock options, restricted
stock units, and
performance
share units was $
116.5
million. This expense will be recognized over
19 months
, on average.
Stock-based compensation expense related to restricted stock units
and performance share units was as follows:
Fiscal Year
In Millions
2025
2024
2023
Compensation expense related to restricted stock units and performance
share units
$
75.9
$
81.4
$
99.4
72
NOTE 13. EARNINGS PER SHARE
Basic and diluted EPS were calculated using the following:
Fiscal Year
In Millions, Except per Share Data
2025
2024
2023
Net earnings attributable to General Mills - as reported
$
2,295.2
$
2,496.6
$
2,593.9
Capital appreciation paid on Class A Interests in GMC (a)
(10.5)
-
-
Net earnings for EPS calculation
$
2,284.7
$
2,496.6
$
2,593.9
Average number
of common shares - basic EPS
554.5
575.5
594.8
Incremental share effect from: (b)
Stock options
1.2
1.8
3.6
Restricted stock units and performance share units
1.8
2.2
2.8
Average number
of common shares - diluted EPS
557.5
579.5
601.2
Earnings per share — basic
$
4.12
$
4.34
$
4.36
Earnings per share — diluted
$
4.10
$
4.31
$
4.31
(a)
Please see Note 10 for additional information.
(b)
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:
Fiscal Year
In Millions
2025
2024
2023
Anti-dilutive stock options, restricted stock units,
and performance share units
4.7
2.1
0.8
NOTE 14. RETIREMENT BENEFITS AND POSTEMPLOYMENT BENEFITS
Defined Benefit Pension Plans
We have
defined benefit pension plans covering
many employees in the United States,
Canada, Switzerland, and the United
Kingdom.
Benefits for salaried
employees are based
on length of service
and final average
compensation. Benefits for
hourly employees include
various monthly
amounts for each
year of credited
service. Our funding
policy is consistent
with the requirements
of applicable laws.
We made
no
voluntary contributions to our
principal U.S. plans in fiscal
2025 or fiscal 2024.
We do
no
t expect to be required
to make
any
contributions
to
our
principal
U.S.
plans
in
fiscal
2026.
Our
principal
U.S.
retirement
plan
covering
salaried
employees
has
a
provision that any excess pension assets would be allocated to active participants
if the plan is terminated within
five years
of a change
in control.
All salaried employees
hired on
or after June 1,
2013, are
eligible for
a retirement program
that does not
include a defined
benefit pension plan.
Other Postretirement Benefit Plans
We
also
sponsor
plans
that
provide
health
care
benefits
to
many
of our
retirees
in
the United
States,
Canada,
and
Brazil.
The
U.S.
salaried
health
care
benefit
plan
is
contributory,
with
retiree
contributions
based
on
years
of
service.
We
make
decisions
to
fund
related trusts
for certain
employees and
retirees on an
annual basis.
We
made
no
voluntary contributions
to these
plans in fiscal
2025
or fiscal 2024. We
do
no
t expect to be required to make any contributions to these plans in fiscal 2026.
Health Care Cost Trend
Rates
Assumed health care cost trends are as follows:
Fiscal Year
2025
2024
Health care cost trend rate for next year
7.9
% and
7.9
%
7.3
% and
7.3
%
Rate to which the cost trend rate is assumed to decline (ultimate rate)
4.5
%
4.5
%
Year
that the rate reaches the ultimate trend rate
2034
2033
73
We
review our
health care
cost trend
rates annually.
Our review
is based
on data
we collect
about our
health care
claims experience
and information
provided by our
actuaries. This information
includes recent
plan experience,
plan design, overall
industry experience
and projections, and
assumptions used by other
similar organizations.
Our initial health
care cost trend
rate is adjusted
as necessary to
remain consistent
with this
review,
recent experiences,
and short-term
expectations. Our
initial health
care cost
trend rate
assumption
is
7.9
percent for retirees age
65 and over and for
retirees under age 65 at
the end of fiscal 2025.
Rates are graded down annually
until
the
ultimate
trend
rate
of
4.5
percent
is
reached
in
2034
for
all
retirees.
The
trend
rates
are
applicable
for
calculations
only
if
the
retirees’ benefits increase
as a result of
health care inflation. The
ultimate trend rate is
adjusted annually,
as necessary,
to approximate
the current
economic
view on
the rate
of long-term
inflation plus
an appropriate
health
care cost
premium.
Assumed trend
rates for
health care costs have an important effect on the amounts reported
for the other postretirement benefit plans.
Postemployment Benefit Plans
Under certain
circumstances, we
also provide
accruable benefits,
primarily severance,
to former
or inactive
employees in
the United
States,
Canada,
and
Mexico.
We
recognize
an
obligation
for
any
of
these
benefits
that
vest
or
accumulate
with
service.
Postemployment benefits
that do not
vest or
accumulate with
service (such
as severance
based solely
on annual pay
rather than
years
of service) are charged to expense when incurred. Our postemployment
benefit plans are unfunded.
Summarized
financial
information
about
defined
benefit
pension,
other
postretirement
benefit,
and
postemployment
benefit
plans
is
presented below:
Defined Benefit Pension
Plans
Other
Postretirement
Benefit Plans
Postemployment
Benefit Plans
Fiscal Year
Fiscal Year
Fiscal Year
In Millions
2025
2024
2025
2024
2025
2024
Change in Plan Assets:
Fair value at beginning of year
$
5,439.7
$
5,778.6
$
463.2
$
456.0
Actual return on assets
188.6
(23.2)
35.7
45.6
Employer contributions
30.7
30.0
0.1
0.1
Plan participant contributions
2.4
2.0
6.6
6.4
Benefits payments
(349.5)
(349.5)
(47.6)
(44.9)
Foreign currency
5.3
1.8
-
-
Fair value at end of year (a)
$
5,317.2
$
5,439.7
$
458.0
$
463.2
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year
$
5,801.7
$
5,970.7
$
403.0
$
430.6
$
129.0
$
131.0
Service cost
51.8
56.8
4.3
4.7
7.0
7.4
Interest cost
306.9
296.5
21.1
21.3
4.0
4.0
Plan amendment
0.4
1.2
-
-
-
(9.6)
Curtailment/other
-
(13.9)
-
-
8.1
10.2
Plan participant contributions
2.4
2.0
6.6
6.4
-
-
Actuarial (gain) loss
(191.4)
(174.4)
(48.1)
(14.1)
(2.1)
10.3
Benefits payments
(349.5)
(339.1)
(49.0)
(45.7)
(22.9)
(24.3)
Foreign currency
5.2
1.9
(0.5)
(0.2)
-
-
Projected benefit obligation at end of year (a)
$
5,627.5
$
5,801.7
$
337.4
$
403.0
$
123.1
$
129.0
Plan assets (less) more than benefit obligation as of
fiscal year end (b)
$
(310.3)
$
(362.0)
$
120.6
$
60.2
$
(123.1)
$
(129.0)
(a)
Plan assets and obligations are measured as of
May 31, 2025
, and
May 31, 2024
.
During fiscal
2025, the
decrease in
defined benefit
pension obligations
was primarily
driven by
actuarial gains
due to
an increase
in
the discount
rate, and
the decrease
in other
postretirement obligations
was primarily
driven by
actuarial gains
due to plan
experience.
During fiscal 2024,
the decreases in defined
benefit pension obligations
and other postretirement
obligations were primarily
driven by
actuarial gains due to an increase in the discount rate.
As of May 25, 2025,
other postretirement benefit plans
had benefit obligations of
$
9.4
million that are unfunded.
As of May 26, 2024,
other
postretirement
benefit
plans had
benefit
obligations
of $
11.5
million
that are
unfunded.
Postemployment
benefit plans
are
not
funded and had benefit obligations of $
123.1
million and $
129.0
million as of May 25, 2025, and May 26, 2024, respectively.
74
The
accumulated
benefit
obligation
for
all
defined
benefit
pension
plans
was
$
5,540.2
million
as
of
May 25,
2025,
and
$
5,684.1
million as of May 26, 2024.
Amounts recognized in AOCI as of May 25, 2025, and May 26, 2024, are as follows:
Defined Benefit Pension
Plans
Other Postretirement
Benefit Plans
Postemployment
Benefit Plans
Total
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
In Millions
2025
2024
2025
2024
2025
2024
2025
2024
Net actuarial (loss) gain
$
(1,935.4)
$
(1,991.1)
$
212.7
$
190.4
$
(4.1)
$
(5.6)
$
(1,726.8)
$
(1,806.3)
Prior service (costs) credits
(7.5)
(9.8)
67.4
84.7
6.0
6.8
65.9
81.7
Amounts recorded in accumulated
other comprehensive loss
$
(1,942.9)
$
(2,000.9)
$
280.1
$
275.1
$
1.9
$
1.2
$
(1,660.9)
$
(1,724.6)
Plans with accumulated benefit obligations in excess of plan assets as of May
25, 2025, and May 26, 2024 are as follows:
Defined Benefit Pension Plans
Fiscal Year
In Millions
2025
2024
Projected benefit obligation
$
449.7
$
449.4
Accumulated benefit obligation
440.1
438.8
Plan assets at fair value
16.3
12.0
Components of net periodic benefit expense are as follows:
Defined Benefit Pension Plans
Other Postretirement Benefit
Plans
Postemployment Benefit Plans
Fiscal Year
Fiscal Year
Fiscal Year
In Millions
2025
2024
2023
2025
2024
2023
2025
2024
2023
Service cost
$
51.8
$
56.8
$
70.3
$
4.3
$
4.7
$
5.1
$
7.0
$
7.4
$
8.4
Interest cost
306.9
296.5
258.5
21.1
21.3
17.9
4.0
4.0
3.1
Expected return on
plan assets
(420.1)
(417.7)
(420.5)
(35.9)
(34.7)
(31.1)
-
-
-
Amortization of losses
(gains)
100.4
86.5
113.2
(20.5)
(20.4)
(19.3)
0.5
0.1
0.4
Amortization of prior
service costs
(credits)
1.4
1.8
1.5
(22.1)
(21.8)
(23.2)
(1.6)
0.3
0.3
Other adjustments
-
-
-
-
-
-
11.5
8.3
10.4
Settlement or
curtailment gains
-
(4.0)
(0.7)
-
-
-
-
-
-
Net expense (income)
$
40.4
$
19.9
$
22.3
$
(53.1)
$
(50.9)
$
(50.6)
$
21.4
$
20.1
$
22.6
Assumptions
Weighted-average
assumptions used to determine fiscal year-end benefit obligations are
as follows:
Defined Benefit Pension
Plans
Other Postretirement
Benefit Plans
Postemployment Benefit
Plans
Fiscal Year
Fiscal Year
Fiscal Year
2025
2024
2025
2024
2025
2024
Discount rate
5.79
%
5.52
%
5.67
%
5.52
%
5.04
%
5.05
%
Rate of salary increases
3.88
4.23
-
-
4.13
4.46
75
Weighted-average
assumptions used to determine fiscal year net periodic benefit expense are as follows:
Defined Benefit Pension Plans
Other Postretirement Benefit
Plans
Postemployment Benefit Plans
Fiscal Year
Fiscal Year
Fiscal Year
2025
2024
2023
2025
2024
2023
2025
2024
2023
Discount rate
5.52
%
5.18
%
4.39
%
5.52
%
5.19
%
4.36
%
5.05
%
4.55
%
3.62
%
Service cost
effective rate
5.58
5.27
4.57
5.58
5.15
4.41
5.37
5.00
3.69
Interest cost
effective rate
5.40
5.06
4.03
5.38
4.96
3.80
5.05
4.61
3.35
Rate of
salary increases
4.23
4.20
4.18
-
-
-
4.46
4.46
4.46
Expected long-term
rate of return on
plan assets
7.63
7.13
6.70
7.79
7.34
6.76
-
-
-
Discount Rates
We
estimate
the
service
and
interest
cost
components
of
the
net
periodic
benefit
expense
for
our
United
States
and
most
of
our
international
defined
benefit
pension,
other
postretirement
benefit,
and
postemployment
benefit
plans
utilizing
a
full
yield
curve
approach
by applying
the specific
spot rates
along
the yield
curve used
to determine
the benefit
obligation
to the
relevant projected
cash flows. Our
discount rate assumptions
are determined annually
as of May 31
for our defined
benefit pension, other
postretirement
benefit, and
postemployment benefit
plan obligations.
We
also use
discount rates
as of
May 31 to
determine defined
benefit pension,
other
postretirement benefit,
and
postemployment
benefit plan
income and
expense for
the following
fiscal year.
We
work with
our
outside actuaries
to determine
the timing
and amount
of expected
future cash
outflows to
plan participants
and, using
the Aa
Above
Median corporate
bond yield,
to develop
a forward
interest rate
curve, including
a margin
to that
index based on
our credit
risk. This
forward interest rate curve is applied to our expected future cash outflows
to determine our discount rate assumptions.
76
Fair Value
of Plan Assets
The fair
values of
our pension
and postretirement
benefit plans’
assets and
their respective
levels in
the fair
value hierarchy
by asset
category were as follows:
May 31, 2025
May 31, 2024
In Millions
Level 1
Level 2
Level 3
Total
Assets
Level 1
Level 2
Level 3
Total
Assets
Fair value measurement of pension
plan assets:
Equity (a)
$
200.6
$
383.8
$
-
$
584.4
$
225.9
$
391.4
$
-
$
617.3
Fixed income (b)
1,529.7
2,019.2
-
3,548.9
1,497.0
2,014.4
-
3,511.4
Real asset investments (c)
59.7
-
-
59.7
82.6
-
-
82.6
Other investments (d)
-
-
0.1
0.1
-
-
0.1
0.1
Cash and accruals
137.2
0.1
-
137.3
158.3
0.1
-
158.4
Fair value measurement of pension
plan assets
$
1,927.2
$
2,403.1
$
0.1
$
4,330.4
$
1,963.8
$
2,405.9
$
0.1
$
4,369.8
Assets measured at net asset value (e)
986.8
1,069.9
Total pension plan
assets
$
5,317.2
$
5,439.7
Fair value measurement of
postretirement benefit plan assets:
Fixed income (b)
$
90.5
$
-
$
-
$
90.5
$
95.1
$
-
$
-
$
95.1
Cash and accruals
33.7
-
-
33.7
24.9
-
-
24.9
Fair value measurement of
postretirement benefit
plan assets
$
124.2
$
-
$
-
$
124.2
$
120.0
$
-
$
-
$
120.0
Assets measured at net asset value (e)
333.8
343.2
Total postretirement
benefit
plan assets
$
458.0
$
463.2
(a)
Primarily
publicly
traded
common
stock
for
purposes
of
total
return
and
to
maintain
equity
exposure
consistent
with
policy
allocations.
Investments
include:
United
States
and
international
public
equity
securities,
and
equity
futures
valued
at
closing
prices
from
national
exchanges,
commingled
funds
valued
at
fair
value
using
the
unit
values
provided
by
the
investment
managers,
and certain
private equity
securities valued
using
a matrix
of pricing
inputs reflecting
assumptions
based on
the best
information available.
(b)
Primarily government
and corporate
debt securities
and futures
for purposes
of total
return, managing
fixed income
exposure to
policy allocations, and
duration targets. Investments
include: fixed income
securities and bond
futures generally valued
at closing
prices from
national exchanges,
fixed income
pricing models,
and independent
financial analysts;
and fixed
income commingled
funds valued at unit values provided by the investment managers, which
are based on the fair value of the underlying investments.
(c)
Publicly traded common stocks in
energy,
real estate, and infrastructure for
the purpose of total return, which
are generally valued
at closing prices from national exchanges.
(d)
Insurance and
annuity contracts
to provide
a stable
stream of
income for
pension retirees.
Fair values
are based
on the
fair value
of the underlying investments and contract fair values established by the providers.
(e)
Primarily limited
partnerships, trust-owned
life insurance,
common collective
trusts, and
certain private
equity securities
that are
measured at fair value using
the net asset value per
share (or its equivalent) practical
expedient and have not been
classified in the
fair value hierarchy.
There were
no
transfers into or out of level 3 investments in fiscal 2025. During fiscal
2024, the initial public offering of certain equity
securities
previously
priced
using
non-observable
inputs
resulted
in
the
transfer
of
$
34.3
million
out
of
level
3
investments.
There
were
no
transfers into level 3 investments in fiscal 2024.
Expected Rate of Return on Plan Assets
Our expected
rate of return
on plan assets
is determined
by our asset
allocation, our
historical long-term
investment performance,
our
estimate of future long-term returns
by asset class (using input from our
actuaries, investment services, and investment
managers), and
long-term inflation
assumptions. We
review this assumption
annually for
each plan; however,
our annual
investment performance
for
one particular year does not, by itself, significantly influence our evaluation.
77
Weighted-average
asset allocations for our defined benefit pension and other postretirement benefit plans are
as follows:
Defined Benefit Pension Plans
Other Postretirement Benefit Plans
Fiscal Year
Fiscal Year
2025
2024
2025
2024
Asset category:
United States equities
6.4
%
7.2
%
26.0
%
27.8
%
International equities
4.4
4.1
14.9
14.4
Private equities
9.3
10.2
9.1
11.2
Fixed income
70.9
68.3
50.0
46.6
Real assets
9.0
10.2
-
-
Total
100.0
%
100.0
%
100.0
%
100.0
%
The investment
objective for
our defined
benefit pension
and other
postretirement benefit
plans is
to secure
the benefit
obligations to
participants
at
a
reasonable
cost
to
us.
Our
goal
is
to
optimize
the
long-term
return
on
plan
assets
at
a
moderate
level
of
risk.
The
defined benefit
pension plan
and other postretirement
benefit plan
portfolios are
broadly diversified
across asset
classes. Within
asset
classes,
the
portfolios
are
further
diversified
across
investment
styles
and
investment
organizations.
For
the
U.S.
defined
benefit
pension
plans,
the
long-term
investment
policy
allocation
is:
8
percent
to
equities
in
the
United
States;
5
percent
to
international
equities;
7
percent to private
equities;
71
percent to fixed
income; and
9
percent to real
assets (real estate,
energy,
and infrastructure).
For other U.S. postretirement benefit plans, the long-term investment
policy allocations are:
26
percent to equities in the United States;
13
percent to international
equities;
7
percent to total
private equities; and
54
percent to fixed
income.
The actual allocations
to these
asset classes may vary tactically around the long-term policy allocations based
on relative market valuations.
Contributions and Future Benefit Payments
We
do
no
t
expect
to
be
required
to
make
contributions
to
our
defined
benefit
pension,
other
postretirement
benefit,
and
postemployment benefit
plans in
fiscal 2026.
Actual fiscal
2026 contributions
could exceed
our current
projections, as
influenced by
our decision
to undertake
discretionary funding
of our benefit
trusts and
future changes
in regulatory
requirements. Estimated
benefit
payments, which reflect expected future service, as appropriate, are
expected to be paid from fiscal 2026 to fiscal 2035 as follows:
In Millions
Defined Benefit
Pension Plans
Other
Postretirement
Benefit Plans
Gross Payments
Postemployment
Benefit Plans
Fiscal 2026
$
360.9
$
30.9
$
22.8
Fiscal 2027
367.0
28.6
19.2
Fiscal 2028
372.7
28.0
17.6
Fiscal 2029
378.1
27.4
15.5
Fiscal 2030
382.9
26.7
13.9
Fiscal 2031-2035
1,965.2
121.2
56.9
Defined Contribution Plans
The
General
Mills
Savings
Plan
is
a
defined
contribution
plan
that
covers
domestic
salaried,
hourly,
nonunion,
and
certain
union
employees.
This plan
is a
401(k)
savings plan
that includes
a number
of investment
funds, including
a Company
stock fund
and an
Employee Stock
Ownership Plan
(ESOP). We
sponsor another
money purchase
plan for
certain domestic
hourly employees
with net
assets of $
19.7
million as of May 25, 2025, and $
19.5
million as of May 26, 2024. We
also sponsor defined contribution plans in many
of
our
foreign
locations.
Our
total
recognized
expense
related
to
defined
contribution
plans
was
$
96.1
million
in
fiscal
2025,
$
94.0
million in fiscal 2024, and $
97.2
million in fiscal 2023.
We
match a
percentage of
employee contributions
to the
General Mills
Savings Plan.
The Company
match is
directed to
investment
options
of
the
participant’s
choosing.
The
number
of
shares
of
our
common
stock
allocated
to
participants
in
the
ESOP
was
3.2
million as
of May
25, 2025,
and
3.5
million as
of May
26, 2024.
The ESOP’s
only assets
are our
common stock
and temporary
cash
balances.
The Company stock fund and the ESOP collectively held
$
292.7
million and $
393.0
million of Company common stock as of May 25,
2025, and May 26, 2024, respectively.
78
NOTE 15. INCOME TAXES
The
components
of
earnings
before
income
taxes
and
after-tax
earnings
from
joint
ventures
and
the
corresponding
income
taxes
thereon are as follows:
Fiscal Year
In Millions
2025
2024
2023
Earnings before income taxes and after-tax earnings
from joint ventures:
United States
$
2,493.2
$
2,907.0
$
2,740.5
Foreign
341.8
121.3
400.0
Total earnings
before income taxes and after-tax earnings from joint ventures
$
2,835.0
$
3,028.3
$
3,140.5
Income taxes:
Currently payable:
Federal
$
549.0
$
512.8
$
487.1
State and local
80.1
72.0
82.2
Foreign
65.5
58.2
65.1
Total current
694.6
643.0
634.4
Deferred:
Federal
(62.6)
27.4
9.6
State and local
(3.3)
9.7
(8.1)
Foreign
(55.0)
(85.6)
(23.7)
Total deferred
(120.9)
(48.5)
(22.2)
Total income
taxes
$
573.7
$
594.5
$
612.2
The following table reconciles the United States statutory income tax rate
with our effective income tax rate:
Fiscal Year
2025
2024
2023
United States statutory rate
21.0
%
21.0
%
21.0
%
State and local income taxes, net of federal tax benefits
2.1
2.1
1.5
Foreign rate differences
(1.7)
(1.6)
(1.0)
Research and development tax credit
(1.5)
(1.2)
-
Stock based compensation
(0.2)
(0.3)
(1.0)
Divestitures, net
(0.3)
-
(0.8)
Other, net
0.8
(0.4)
(0.2)
Effective income tax rate
20.2
%
19.6
%
19.5
%
79
The tax effects of temporary differences that
give rise to deferred tax assets and liabilities are as follows:
In Millions
May 25, 2025
May 26, 2024
Accrued liabilities
$
42.9
$
43.6
Compensation and employee benefits
144.3
147.7
Unrealized hedges
23.1
-
Pension
74.2
83.0
Tax credit carryforwards
58.1
48.6
Stock, partnership, and miscellaneous investments
4.0
3.6
Capitalized research and development
305.5
103.6
Prepayments
65.9
-
Capital losses
28.5
71.7
Net operating losses
265.2
259.6
Other
161.1
92.3
Gross deferred tax assets
1,172.8
853.7
Valuation
allowance
253.7
255.5
Net deferred tax assets
919.1
598.2
Brands
1,436.0
1,429.4
Fixed assets
496.1
393.2
Intangible assets
247.3
195.8
Tax lease transactions
-
3.4
Inventories
31.3
34.2
Stock, partnership, and miscellaneous investments
512.2
439.7
Unrealized hedges
-
20.2
Other
110.9
115.4
Gross deferred tax liabilities
2,833.8
2,631.3
Net deferred tax liability
$
1,914.7
$
2,033.1
We
have established a
valuation allowance against
certain of the
categories of deferred
tax assets described
above as current
evidence
does
not
suggest
we
will
realize
sufficient
taxable
income
of
the
appropriate
character
(e.g.,
ordinary
income
versus
capital
gain
income) within the carryforward period to allow us to realize these deferred tax
benefits.
Information about our valuation allowance follows:
In Millions
May 25, 2025
Pillsbury acquisition losses
$
106.4
State and foreign loss carryforwards
59.0
Capital loss carryforwards
20.9
Other
67.4
Total
$
253.7
As of May 25, 2025, we believe it is more-likely-than-not that the remainder
of our deferred tax assets are realizable.
Information about our tax loss carryforwards follows
:
In Millions
May 25, 2025
Foreign loss carryforwards
$
256.0
Federal operating loss carryforwards
2.3
State operating loss carryforwards
6.9
Total tax loss carryforwards
$
265.2
80
Our foreign loss carryforwards expire as follows:
In Millions
May 25, 2025
Expire in fiscal 2026 and 2027
$
2.9
Expire in fiscal 2028 and beyond
13.9
Do not expire (a)
239.2
Total foreign loss carryforwards
$
256.0
(a)
Of the total foreign loss carryforwards, $
218.6
million are held in Brazil for which we have not recorded a valuation allowance.
The United States Congress
is currently drafting new
tax legislation referred to
as the One Big Beautiful
Bill Act. We
will continue to
monitor developments as the legislation progresses and evaluate any
potential impacts on our financial statements.
In
December
2021,
the
Organization
for
Economic
Cooperation
and
Development
(OECD)
established
a
framework,
referred
to
as
Pillar
2,
designed
to
ensure
large
multinational
enterprises
pay
a
minimum
15
percent
level
of
tax
on
the
income
arising
in
each
jurisdiction
in
which
they
operate.
Numerous
countries
have
already
enacted
the
OECD
model
rules
effective
for
taxable
years
beginning
after
December
31,
2023,
which
for
us
was
fiscal
2025.
There
was
no
material
impact
on
our
consolidated
financial
statements.
Several
other
countries
have
enacted
or
drafted
legislation
that
is
not
yet
effective
for
us,
and
we
do
not
expect
this
legislation
to
have
a
material
impact
on
our
consolidated
financial
statements.
We
will
continue
to monitor
for
new
legislation
and
guidance and evaluate any potential impact on our consolidated financial
statements.
On August
16, 2022,
the Inflation
Reduction Act
(IRA) was
signed into
law.
The IRA
introduces
a Corporate
Alternative Minimum
Tax beginning
in our fiscal 2024 and an excise tax on the repurchase of corporate stock starting after
January 1, 2023. The IRA did not
have a material impact on our financial results, including our annual
effective tax rates and liquidity.
As of
May 25,
2025, we
have
no
t recognized
a deferred
tax liability
for unremitted
earnings of
approximately $
2.3
billion from
our
foreign operations
because we
currently believe
our subsidiaries
have invested
the undistributed
earnings indefinitely
or the
earnings
will be remitted
in a tax-neutral
transaction. It
is not practicable
for us to
determine the amount
of unrecognized
tax expense on
these
reinvested earnings.
Deferred taxes
are recorded
for earnings
of our
foreign operations
when we
determine that
such earnings
are no
longer indefinitely reinvested. All
earnings prior to fiscal 2018
remain permanently reinvested. Earnings
from fiscal 2018 and later
are
not permanently reinvested and local country withholding taxes are
recorded on earnings each year.
We are
subject to federal income
taxes in the United States
as well as various state, local,
and foreign jurisdictions. A
number of years
may elapse before an uncertain tax position is audited and finally resolved.
While it is often difficult to predict the final outcome or the
timing
of
resolution
of
any
particular
uncertain
tax
position,
we
believe
that
our
liabilities
for
income
taxes
reflect
the
most
likely
outcome.
We
adjust
these
liabilities,
as
well
as
the
related
interest,
in
light
of
changing
facts
and
circumstances.
Settlement
of
any
particular position would usually require the use of cash.
The number
of years
with open
tax audits
varies depending
on the
tax jurisdiction.
Our major
taxing jurisdiction
is the
United States
(federal and state). Various
tax examinations by United States state taxing
authorities could be conducted for any
open tax year,
which
vary by jurisdiction, but are generally from
3
to
5
years.
The Internal Revenue Service (IRS) is currently auditing
our federal tax returns for fiscal 2018 through 2022.
Several state and foreign
examinations are currently in
progress. We
do not expect these examinations
to result in a material
impact on our results
of operations
or financial position. During fiscal 2024,
we received a notice of proposed adjustment
from the IRS associated with a
capital loss from
fiscal 2019.
We
believe that we
have meritorious defense
against this assessment
and will vigorously
defend our position.
We
do not
expect the
resolution of
the proposed
adjustment to
have a material
impact on
our financial
position or
liquidity.
We
have effectively
settled all issues with the IRS for fiscal years 2015 and prior.
The Brazilian
tax authority,
Secretaria da
Receita Federal
do Brasil (RFB),
has concluded
audits of
our 2012
through 2020
tax return
years. These
audits included
a review
of our
determinations of
amortization of
certain goodwill
arising from
the acquisition
of 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.
Tax return
years
2012 through 2013 have been resolved with no adjustments.
We
apply a more-likely-than-not
threshold to the
recognition and derecognition
of uncertain tax
positions. Accordingly,
we recognize
the amount of
tax benefit that
has a greater
than 50 percent
likelihood of being
ultimately realized upon
settlement. Future changes
in
judgment related to the expected ultimate resolution of uncertain tax positions
will affect earnings in the period of such change.
81
The following table sets forth
changes in our total gross
unrecognized tax benefit liabilities,
excluding accrued interest,
for fiscal 2025
and
fiscal 2024.
Approximately
$
98.2
million of
this total
in fiscal
2025
represents the
amount that,
if recognized,
would affect
our
effective income tax rate in future periods.
This amount differs from the gross unrecognized
tax benefits presented in the table because
certain
portions of
the liabilities
below
would
impact deferred
taxes if
recognized.
We
also would
record
a decrease
in U.S.
federal
income taxes upon recognition of the state tax benefits included therein.
Fiscal Year
In Millions
2025
2024
Balance, beginning of year
$
149.0
$
181.2
Tax positions related
to current year:
Additions
48.7
24.6
Tax positions related
to prior years:
Additions
13.0
6.3
Reductions
(2.8)
(55.2)
Settlements
(2.6)
(0.8)
Lapses in statutes of limitations
(6.3)
(7.1)
Balance, end of year
$
199.0
$
149.0
As of
May 25,
2025, we do
no
t expect
to pay unrecognized
tax benefit
liabilities and
accrued interest
within the
next 12
months. We
are not
able to
reasonably estimate
the timing
of future
cash flows
beyond 12
months due
to uncertainties
in the
timing of
tax audit
outcomes. Our unrecognized tax benefit liability was classified in other
liabilities.
We
report
accrued
interest
and
penalties
related
to
unrecognized
tax
benefit
liabilities
in
income
tax
expense.
For
fiscal
2025,
we
recognized
a
net
expense
of
$
2.7
million
of
tax-related
net
interest
and
penalties,
and
had
$
27.0
million
of
accrued
interest
and
penalties as of
May 25, 2025. For
fiscal 2024, we recognized
a net benefit of
$
6.1
million of tax-related net
interest and penalties, and
had $
24.2
million of accrued interest and penalties as of May 26, 2024.
NOTE 16. COMMITMENTS AND CONTINGENCIES
As
of
May
25,
2025,
we
have
issued
guarantees
with
various
terms
of
$
163.5
million
for
the
debt
and
other
obligations
of
non-
consolidated affiliates, mainly CPW.
This amount represents the
maximum potential obligation that
we could be required to pay
under
the guarantees.
We
have determined
the likelihood
of any
significant
amounts being
paid under
these guarantees
to be
remote.
Off-
balance sheet arrangements were not material as of May 25, 2025.
NOTE 17. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION
We
operate
in
the
packaged
foods
industry.
Our
operating
segments
are
as
follows:
North
America
Retail,
International,
North
America Pet,
and North
America Foodservice.
In the
first quarter
of fiscal
2025, we
renamed the
Pet segment
to the
North America
Pet segment to reflect that
pet food results outside
North America are recorded
in the International segment.
There were no changes to
the composition of our
reportable segments or information
reviewed by our CODM and
no impact on our historical
segment operating
results.
Our North America Retail
operating segment reflects business
with a wide variety 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.
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
pet
food
products.
We
also
sell
super-premium
ice
cream
and
frozen
desserts
directly
to
consumers
through owned
retail shops. Our
International segment
also includes products
manufactured in
the United States
for export, mainly
to
Caribbean and Latin American markets, as well as products we
manufacture for sale to our international joint ventures. Revenues
from
export activities are reported in the region or country where the end customer
is located.
Our North
America Pet
operating segment
includes pet
food products
sold primarily
in the
United States
and Canada
in national
pet
superstore
chains,
e-commerce
retailers,
grocery
stores,
regional
pet
store
chains,
mass
merchandisers,
and
veterinary
clinics
and
hospitals. Our 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
82
and span
different product
types, diet types,
breed sizes
for dogs,
life stages, 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.
Our CODM
is the
Chairman of
the Board
and Chief
Executive Officer.
The CODM
predominantly uses
segment operating
profit in
the
annual
planning
process
which
includes
segment
operating
profit
performance
targets.
The
CODM
assesses
progress
against
performance targets
by comparing
segment operating
profit actual-to-plan variances
on a monthly
basis. The performance
assessment
completed by the
CODM is used to
determine whether resource
allocations require adjustment
and contributes to
the determination of
incentive compensation.
Operating
profit
for
these
segments
excludes
unallocated
corporate
items,
gain
or
loss
on
divestitures,
and
restructuring,
transformation,
impairment,
and
other
exit
costs.
Results
from
certain
businesses
managed
by
our
Strategic
Growth
Office
are
included within corporate and other net
sales and unallocated corporate items
within operating profit. Unallocated
corporate items also
include
corporate
overhead
expenses,
variances
to
planned
North
American
employee
benefits
and
incentives,
certain
charitable
contributions, restructuring
initiative project-related
costs, gains and
losses on 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
positions
until
passed
back
to
our
operating
segments.
These items
affecting
operating profit
are centrally
managed
at the
corporate level
and
are excluded
from the
measure
of
segment
profitability
reviewed by
executive
management.
Under
our
supply chain
organization,
our
manufacturing,
warehouse,
and
distribution activities
are substantially
integrated across
our operations
in order
to maximize
efficiency
and productivity.
As a
result,
fixed assets and depreciation and amortization expenses are neither maintained
nor available by operating segment.
83
Our operating segment results were as follows:
Fiscal Year
2025
In Millions
North
America
Retail
International
North
America Pet
North
America
Foodservice
Total
Segment net sales
$
11,907.0
$
2,797.8
$
2,470.8
$
2,300.9
$
19,476.5
Corporate and other net sales
10.1
Total net sales
$
19,486.6
Cost of sales
$
7,472.1
$
2,110.6
$
1,476.4
$
1,772.9
Selling, general, and
administrative expenses
1,705.0
590.8
493.4
172.6
Segment operating profit
$
2,729.9
$
96.4
$
501.0
$
355.4
$
3,682.7
Unallocated corporate items
395.5
Divestitures gain, net
(95.9)
Restructuring, transformation,
impairment, and other
exit costs
78.3
Operating profit
$
3,304.8
Fiscal Year
2024
In Millions
North
America
Retail
International
North
America Pet
North
America
Foodservice
Total
Segment net sales
$
12,473.4
$
2,746.5
$
2,375.8
$
2,258.7
$
19,854.4
Corporate and other net sales
2.8
Total net sales
$
19,857.2
Cost of sales
$
7,650.8
$
2,073.4
$
1,446.8
$
1,781.9
Selling, general, and
administrative expenses
1,742.2
547.9
443.1
161.3
Segment operating profit
$
3,080.4
$
125.2
$
485.9
$
315.5
$
4,007.0
Unallocated corporate items
333.9
Restructuring, transformation,
impairment, and other
exit costs
241.4
Operating profit
$
3,431.7
Fiscal Year
2023
In Millions
North
America
Retail
International
North
America Pet
North
America
Foodservice
Total
Net sales
$
12,659.9
$
2,769.5
$
2,473.3
$
2,191.5
$
20,094.2
Cost of sales
7,782.2
2,055.2
1,611.7
1,749.5
Selling, general, and
administrative expenses
1,696.4
552.5
416.1
152.0
Segment operating profit
$
3,181.3
$
161.8
$
445.5
$
290.0
$
4,078.6
Unallocated corporate items
1,033.2
Divestitures gain, net
(444.6)
Restructuring, transformation,
impairment, and other
exit costs
56.2
Operating profit
$
3,433.8
84
Net sales for our North America Retail operating units were as follows:
Fiscal Year
In Millions
2025
2024
2023
U.S. Meals & Baking Solutions
$
4,238.9
$
4,324.3
$
4,426.3
U.S. Morning Foods
3,439.9
3,561.8
3,620.1
U.S. Snacks
3,356.3
3,538.9
3,611.0
Canada
871.9
1,048.4
1,002.5
Total
$
11,907.0
$
12,473.4
$
12,659.9
Net sales by class of similar products were as follows:
Fiscal Year
In Millions
2025
2024
2023
Snacks
$
4,187.4
$
4,327.3
$
4,431.5
Cereal
3,078.6
3,187.5
3,209.5
Convenient meals
2,816.1
2,906.5
2,961.6
Pet
2,585.8
2,382.7
2,476.0
Dough
2,384.2
2,423.6
2,390.5
Baking mixes and ingredients
1,940.2
1,996.0
2,037.3
Yogurt
1,391.6
1,482.5
1,472.9
Super-premium ice cream
721.6
728.7
703.7
Other
381.1
422.4
411.2
Total
$
19,486.6
$
19,857.2
$
20,094.2
The following tables provide financial information by geographic area:
Fiscal Year
In Millions
2025
2024
2023
Net sales:
United States
$
15,780.4
$
16,062.2
$
16,322.2
Non-United States
3,706.2
3,795.0
3,772.0
Total
$
19,486.6
$
19,857.2
$
20,094.2
In Millions
May 25, 2025
May 26, 2024
Cash and cash equivalents:
United States
$
47.8
$
87.8
Non-United States
316.1
330.2
Total
$
363.9
$
418.0
In Millions
May 25, 2025
May 26, 2024
Land, buildings, and equipment:
United States
$
3,036.6
$
3,155.3
Non-United States
596.0
708.6
Total
$
3,632.6
$
3,863.9
85
NOTE 18. SUPPLEMENTAL
INFORMATION
The components of certain Consolidated Balance Sheets accounts are as follows:
In Millions
May 25, 2025
May 26, 2024
Receivables:
Customers
$
1,829.1
$
1,721.2
Less allowance for doubtful accounts
(33.2)
(25.0)
Total
$
1,795.9
$
1,696.2
In Millions
May 25, 2025
May 26, 2024
Inventories:
Finished goods
$
1,883.9
$
1,827.7
Raw materials and packaging
460.0
500.5
Grain
112.5
111.1
Excess of FIFO over LIFO cost (a)
(545.6)
(541.1)
Total
$
1,910.8
$
1,898.2
(a)
Inventories
of
$
1,305.6
million
as
of
May
25,
2025,
and
$
1,135.3
million
as
of
May
26,
2024,
were
valued
at
LIFO.
The
difference between
replacement cost
and the
stated LIFO
inventory value
is not
materially different
from the
reserve for
the
LIFO valuation method.
In Millions
May 25, 2025
May 26, 2024
Prepaid expenses and other current assets:
Prepaid expenses
$
269.0
$
266.1
Other receivables
141.2
221.6
Derivative receivables
11.6
20.8
Miscellaneous
42.9
60.0
Total
$
464.7
$
568.5
In Millions
May 25, 2025
May 26, 2024
Land, buildings, and equipment:
Equipment
$
6,722.2
$
6,985.6
Buildings
2,535.8
2,640.2
Construction in progress
598.1
899.9
Capitalized software
531.6
506.8
Land
50.4
57.3
Equipment under finance lease
7.3
10.3
Buildings under finance lease
0.3
0.3
Total land,
buildings, and equipment
10,445.7
11,100.4
Less accumulated depreciation
(6,813.1)
(7,236.5)
Total
$
3,632.6
$
3,863.9
In Millions
May 25, 2025
May 26, 2024
Other assets:
Investments in and advances to joint ventures
$
431.9
$
397.9
Right of use operating lease assets
399.1
366.1
Deferred income taxes
186.1
167.5
Pension assets
144.7
89.1
Miscellaneous
297.2
273.9
Total
$
1,459.0
$
1,294.5
86
In Millions
May 25, 2025
May 26, 2024
Other current liabilities:
Accrued trade and consumer promotions
$
527.2
$
502.3
Accrued payroll
311.7
304.7
Accrued interest, including interest rate swaps
148.9
88.1
Current portion of operating lease liabilities
115.3
102.2
Accrued taxes
102.1
82.1
Restructuring, transformation, and other exit costs reserve
77.1
14.8
Derivative payables
31.5
20.6
Dividends payable
22.9
20.9
Miscellaneous
287.3
283.7
Total
$
1,624.0
$
1,419.4
In Millions
May 25, 2025
May 26, 2024
Other non-current liabilities:
Accrued compensation and benefits, including obligations for underfunded
other
postretirement benefit and postemployment benefit plans
$
642.5
$
708.6
Non-current portion of operating lease liabilities
302.8
282.8
Accrued taxes
215.9
186.8
Miscellaneous
67.4
105.3
Total
$
1,228.6
$
1,283.5
Please see Note 3 for additional information on certain assets and liabilities classified as held
for sale as of May 25, 2025.
Certain Consolidated Statements of Earnings amounts are as follows:
Fiscal Year
In Millions
2025
2024
2023
Depreciation and amortization
$
539.0
$
552.7
$
546.6
Research and development expense
256.6
257.8
257.6
Advertising and media expense (including production and
communication costs)
847.5
824.6
810.0
The components of interest, net are as follows:
Fiscal Year
In Millions
2025
2024
2023
Interest expense
$
559.6
$
509.4
$
400.5
Capitalized interest
(10.8)
(11.4)
(4.4)
Interest income
(24.6)
(18.8)
(14.0)
Interest, net
$
524.2
$
479.2
$
382.1
Certain Consolidated Statements of Cash Flows amounts are as follows:
Fiscal Year
In Millions
2025
2024
2023
Cash interest payments
$
474.4
$
464.4
$
337.1
Cash paid for income taxes
599.2
660.5
682.6
87
NOTE 19. QUARTERLY
DATA
(UNAUDITED)
Summarized quarterly data for fiscal 2025 and fiscal 2024 follows:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
In Millions, Except Per
Share Amounts
2025
2024
2025
2024
2025
2024
2025
2024
Net sales
$
4,848.1
$
4,904.7
$
5,240.1
$
5,139.4
$
4,842.2
$
5,099.2
$
4,556.2
$
4,713.9
Gross margin
1,688.8
1,770.5
1,931.1
1,765.9
1,639.1
1,707.4
1,474.0
1,688.3
Net earnings attributable to
General Mills
579.9
673.5
795.7
595.5
625.6
670.1
294.0
557.5
EPS:
Basic
$
1.03
$
1.15
$
1.43
$
1.03
$
1.14
$
1.18
$
0.53
$
0.98
Diluted
$
1.03
$
1.14
$
1.42
$
1.02
$
1.12
$
1.17
$
0.53
$
0.98
In
the
fourth
quarter
of
fiscal
2025,
we
approved
a
multi-year
global
transformation
initiative
to
drive
increased
productivity
by
enhancing
end-to-end
business
processes
and
recorded
$
70.1
million
of
charges.
We
also
recorded
$
17.4
million
of
restructuring
charges
related to
actions previously
announced.
Additionally,
we purchased
the outstanding
GMC Class
A Interests
from
the third-
party
holder
for
$
252.8
million,
which
reflected
an
original
capital
account
balance
of
$
242.3
million
and
$
10.5
million
primarily
related
to
capital
account
appreciation.
We
also
recorded
$
16.2
million
of
transaction
costs,
primarily
related
to
the
definitive
agreement to
sell our
U.S. yogurt
business, and
$
6.7
million of
integration costs
related to
the fiscal
2025 acquisition
of Whitebridge
Pet Brands and the fiscal 2024 acquisition of a pet food business in Europe.
In
the
fourth
quarter
of
fiscal
2024,
we
recorded
$
103.1
million
of
non-cash
impairment
charges
related
to
our
Top
Chews
,
True
Chews
, and
EPIC
brand intangible
assets. We
also recorded
a $
53.2
million legal
recovery.
In addition,
we recorded
$
13.4
million of
transaction costs related to our acquisition of a pet food business in Europe.
88
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-to-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, all as of the last day of our fiscal
year.
Derivatives.
Financial instruments such
as futures, swaps,
options, and forward
contracts that we
use to manage
our risk arising
from
changes in commodity prices, interest rates, foreign exchange rates, and equity
prices.
Earnings
before
interest,
taxes,
depreciation
and
amortization
(EBITDA
)
.
The
calculation
of earnings
before
income taxes
and
after-tax earnings from joint ventures, net interest, depreciation
and amortization.
Euribor.
European Interbank Offered Rate.
Fair value
hierarchy.
For purposes
of fair
value measurement,
we categorize
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 defined as follows:
Level 1:
Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:
Observable inputs other
than quoted prices included
in Level 1, such
as quoted prices for
similar assets or liabilities
in
active markets or quoted prices for identical assets or liabilities in inactive markets
.
Level 3:
Unobservable inputs reflecting management’s
assumptions about the inputs used in pricing the asset or liability.
Free cash flow.
Net cash provided by operating activities less purchases of land, buildings, and equipment
.
Free
cash
flow
conversion
rate.
Free
cash
flow
divided
by
our
net
earnings,
including
earnings
attributable
to
noncontrolling
interests adjusted for certain items affecting year-to-year
comparability.
Generally
accepted accounting
principles (GAAP).
Guidelines, procedures,
and practices
that we
are required
to use
in recording
and reporting accounting information in our financial statements.
Goodwill.
The difference between
the purchase price of acquired
companies plus the fair value
of any noncontrolling interests and
the
related fair values of net assets acquired.
Gross margin.
Net sales less cost of sales.
Hedge accounting.
Accounting for qualifying
hedges that allows changes in
a hedging instrument’s
fair value to offset
corresponding
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.
89
Mark-to-market.
The act of determining a value for
financial instruments, commodity contracts, and
related assets or liabilities based
on the current market price for that item.
Net debt.
Long-term debt, current portion of long-term debt, and notes payable,
less cash and cash equivalents.
Net
mark-to-market
valuation of
certain
commodity
positions.
Realized
and
unrealized
gains
and
losses on
derivative
contracts
that will be allocated to segment operating profit when the exposure we are hedging
affects earnings.
Net price realization.
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 consolidated subsidiaries held by third parties.
Notional principal amount.
The principal amount on which fixed-rate or floating-rate interest payments
are calculated.
OCI.
Other comprehensive income (loss).
Operating
cash
flow
conversion
rate.
Net
cash
provided
by
operating
activities,
divided
by
net
earnings,
including
earnings
attributable to noncontrolling interests.
Organic net
sales growth.
Net sales growth
adjusted for
foreign currency
translation, as
well as
acquisitions, divestitures,
and a
53
rd
week impact, when applicable.
Project-related costs.
Costs incurred related to our restructuring initiatives not included in restructuring
charges.
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.
Total
debt.
Notes payable and long-term debt, including current portion.
Translation
adjustments.
The impact
of the conversion
of our foreign
affiliates’ financial
statements to United
States dollars
for the
purpose of consolidating our financial statements.
Working capital.
Current assets and current liabilities, all as of the last day of our fiscal year.
ITEM 9 - Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure
None.
ITEM 9A - Controls and Procedures
We,
under the
supervision and
with the
participation of
our management,
including our
Chief Executive
Officer and
Chief Financial
Officer,
have
evaluated
the
effectiveness
of
the design
and
operation
of
our
disclosure
controls
and
procedures
(as
defined
in
Rule
13a-15(e) under the 1934 Act). Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded
that,
as of May 25,
2025, our disclosure
controls and procedures
were effective
to ensure that information
required to be disclosed
by us in
reports
that
we
file
or
submit
under
the
1934
Act
is
(1)
recorded,
processed,
summarized,
and
reported
within
the
time
periods
specified
in applicable
rules and
forms, and
(2)
accumulated and
communicated
to our
management,
including our
Chief Executive
Officer and Chief Financial Officer,
in a manner that allows timely decisions regarding required disclosure.
90
There were
no changes
in our
internal control
over financial
reporting (as
defined in
Rule 13a-15(f)
under the
1934 Act)
during our
fiscal quarter ended May
25, 2025, that have materially
affected, or are reasonably
likely to materially affect,
our internal control
over
financial reporting.
MANAGEMENT’S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
The
management
of
General
Mills,
Inc.
is
responsible
for
establishing
and
maintaining
adequate
internal
control
over
financial
reporting,
as
such
term
is
defined
in
Rule
13a-15(f)
under
the
1934
Act.
The
Company’s
internal
control
system
was
designed
to
provide
reasonable
assurance
to
our
management
and
the
Board
of
Directors
regarding
the
preparation
and
fair
presentation
of
published
financial
statements.
Under
the
supervision
and
with
the
participation
of
management,
including
our
Chief
Executive
Officer and Chief Financial Officer,
we conducted an assessment of the effectiveness
of our internal control over financial reporting
as
of May 25, 2025. In
making this assessment, management
used the criteria set forth
by the Committee of Sponsoring
Organizations of
the Treadway Commission (COSO) in
Internal Control – Integrated Framework (2013)
.
Based
on
our
assessment
using
the
criteria
set
forth
by
COSO
in
Internal
Control
–
Integrated
Framework
(2013)
,
management
concluded that our internal control over financial reporting was effective
as of May 25, 2025.
KPMG
LLP,
our
independent
registered
public
accounting
firm,
has
issued
a
report
on the
effectiveness
of
the Company’s
internal
control over financial reporting.
/s/ J. L. Harmening
/s/ K. A. Bruce
J. L. Harmening
K. A. Bruce
Chief Executive Officer
Chief Financial Officer
June 25, 2025
Our independent registered public accounting firm’s
attestation report on our internal control over financial reporting is included
in the
“Report of Independent Registered Public Accounting Firm” in Item
8 of this report.
ITEM 9B - Other Information
During
the fiscal
quarter ended
May 25,
2025, no
director or
officer
of the
Company
adopted
or
terminated
a “Rule
10b5-1
trading
arrangement” or “
non-Rule
10b5-1
trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C - Disclosure Regarding Foreign Jurisdictions that
Prevent Inspections
Not applicable.
PART
III
ITEM 10 - Directors, Executive Officers and Corporate
Governance
The information
contained in the
sections entitled “Proposal
Number 1 -
Election of Directors,”
“Shareholder Director Nominations,”
and “Delinquent
Section 16(a)
Reports” contained
in our definitive
Proxy Statement
for our 2025
Annual Meeting
of Shareholders
is
incorporated herein
by reference. The
information regarding our
insider trading policy
set forth in
the section entitled
“Key Policies –
Supplemental Information”
contained in our
definitive Proxy Statement
for our 2025
Annual Meeting of
Shareholders is incorporated
herein by reference.
Information regarding our executive officers is set forth in
Item 1 of this report.
The
information
regarding
our
Audit
Committee,
including
the
members
of
the
Audit
Committee
and
audit
committee
financial
experts, set forth
in the section
entitled “Board
Committees and
Their Functions”
contained in our
definitive Proxy
Statement for
our
2025 Annual Meeting of Shareholders is incorporated herein by reference.
We
have adopted a
Code of Conduct
applicable to all employees,
including our principal
executive officer,
principal financial officer,
and
principal
accounting
officer.
A
copy
of
the
Code
of Conduct
is
available
on
our
website
at
https://www.general
mills.com.
We
intend
to
post
on
our
website
any
amendments
to
our
Code
of
Conduct
and
any
waivers
from
our
Code
of
Conduct
for
principal
officers.
91
ITEM 11 - Executive Compensation
The
information
contained
in
the
sections
entitled
“Executive
Compensation,”
“Director
Compensation,”
and
“Overseeing
Risk
Management” in our definitive Proxy Statement for our 2025 Annual
Meeting of Shareholders is incorporated herein by reference.
ITEM 12 - Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
The
information
contained
in
the
section
entitled
“Ownership
of
General
Mills
Common
Stock
by
Directors,
Officers
and
Certain
Beneficial
Owners”
in
our
definitive
Proxy
Statement
for
our
2025
Annual
Meeting
of
Shareholders
is
incorporated
herein
by
reference.
Equity Compensation Plan Information
The following table provides certain information as of May 25, 2025,
with respect to our equity compensation plans:
Plan Category
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights (1)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and
Rights (2) (a)
Number of Securities Remaining
Available for
Future Issuance Under
Equity Compensation Plans (Excluding
Securities Reflected in Column (1)) (3)
Equity compensation plans
approved by
security holders
18,583,239
(b)
$
59.84
29,469,159
(d)
Equity compensation plans
not approved by
security holders
82,622
(c)
-
-
Total
18,665,861
$
59.84
29,469,159
(a)
Only includes the weighted-average exercise price of outstanding options,
whose weighted-average term is 4.7 years.
(b)
Includes 12,433,587
stock options,
3,369,206 restricted
stock units,
779,969 performance
share units
(assuming pay
out for
target performance), and 2,000,477 restricted stock units that
have vested and been deferred.
(c)
Includes 82,622 restricted
stock units that have
vested and been deferred.
These awards were made
in lieu of salary
increases
and certain other compensation
and benefits. We
granted these awards under
our 1998 Employee Stock
Plan, which provided
for the
issuance of stock
options, restricted
stock, and restricted
stock units
to attract
and retain
employees and
to align their
interest with those of shareholders.
We discontinued
the 1998 Employee Stock Plan in
September 2003, and no future awards
may be granted under that plan.
(d)
Includes
stock
options,
restricted
stock,
restricted
stock
units,
shares
of
unrestricted
stock,
stock
appreciation
rights,
and
performance awards that we may
award under our 2022 Stock
Compensation Plan, which has 29,469,159
shares available for
grant at May 25, 2025.
ITEM 13 - Certain Relationships and Related Transactions,
and Director Independence
The
information
set forth
in the
section
entitled “Board
Independence
and Related
Person
Transactions”
contained
in our
definitive
Proxy Statement for our 2025 Annual Meeting of Shareholders is incorporated
herein by reference.
ITEM 14 - Principal Accountant Fees and Services
The
information
contained
in
the
section
entitled
“Independent
Registered
Public
Accounting
Firm
Fees”
in
our
definitive
Proxy
Statement for our 2025 Annual Meeting of Shareholders is incorporated herein
by reference.
PART
IV
ITEM 15 – Exhibits and Financial Statement Schedules
1.
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.
92
Consolidated
Statements
of
Comprehensive
Income
for
the
fiscal
years
ended
May
25,
2025,
May
26,
2024,
and
May
28,
2023.
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:
185
.
2.
Financial Statement Schedule:
For the fiscal years ended May 25, 2025, May 26, 2024, and May 28, 2023:
II – Valuation
and Qualifying Accounts
3.
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
3
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).
93
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.
1
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.
2
to
the
Protocol
of
Cereal
Partners
Worldwide,
dated
March
16,
1993,
between the Company and Nestle S.A. (incorporated
herein by reference to Exhibit 10.18 to the
Company’s Annual Report
on Form 10-K for the fiscal year ended May 30, 2004).
94
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.
10
to
the
Protocol
of
Cereal
Partners
Worldwide,
effective
January
1,
2010,
among the
Company,
Nestle S.A.,
and CPW
S.A. (incorporated
herein by
reference to
Exhibit
10.1
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
10
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
2002.
Certification of
Chief Financial
Officer
pursuant to
Section 302
of the
Sarbanes-Oxley
Act of
2002.
Certification of
Chief Executive
Officer pursuant
to Section
906 of
the Sarbanes-Oxley
Act of
2002.
Certification of
Chief Financial
Officer
pursuant to
Section 906
of the
Sarbanes-Oxley
Act of
2002.
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).
101
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.
104
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.
95
+
Confidential information has been omitted from the exhibit and filed
separately with the SEC pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain
instruments defining the rights of holders of our long-term debt are
not filed and, in lieu thereof, we agree to furnish copies to the SEC upon request.
ITEM 16 - Form 10-K Summary
Not Applicable.
96
Signatures
Pursuant to
the requirements of
Section 13 or
15(d) 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.
Date:
June 25, 2025
By
/s/ Mark A. Pallot
Name:
Mark A. Pallot
Title:
Vice President, Chief Accounting
Officer
Pursuant to
the requirements
of the
Securities Exchange
Act of
1934, this
report has
been signed
below by
the following
persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Jeffrey L Harmening
Jeffrey L. Harmening
Chairman of the Board, Chief Executive Officer,
and Director
(Principal Executive Officer)
June 25, 2025
/s/ Kofi A. Bruce
Kofi A. Bruce
Chief Financial Officer
(Principal Financial Officer)
June 25, 2025
/s/ Mark A. Pallot
Mark A. Pallot
Vice President, Chief Accounting
Officer
(Principal Accounting Officer)
June 25, 2025
/s/ Benno O. Dorer
Benno O. Dorer
Director
June 25, 2025
/s/ C. Kim Goodwin
Director
June 25, 2025
C. Kim Goodwin
/s/ Maria G. Henry
Maria G. Henry
Director
June 25, 2025
/s/ Jo Ann Jenkins
Jo Ann Jenkins
Director
June 25, 2025
/s/ Elizabeth C. Lempres
Elizabeth C. Lempres
Director
June 25, 2025
/s/ John G. Morikis
John. G. Morikis
Director
June 25, 2025
/s/ Diane L. Neal
Diane L. Neal
Director
June 25, 2025
/s/ Steve Odland
Steve Odland
Director
June 25, 2025
/s/ Maria A. Sastre
Maria A. Sastre
Director
June 25, 2025
/s/ Eric D. Sprunk
Eric D. Sprunk
Director
June 25, 2025
/s/ Jorge A. Uribe
Jorge A. Uribe
Director
June 25, 2025
97
General Mills, Inc. and Subsidiaries
Schedule II - Valuation
of Qualifying Accounts
Fiscal Year
In Millions
2025
2024
2023
Allowance for doubtful accounts:
Balance at beginning of year
$
25.0
$
26.9
$
28.3
Additions charged to expense
36.6
27.6
29.6
Bad debt write-offs
(28.5)
(29.4)
(28.6)
Other adjustments and reclassifications
0.1
(0.1)
(2.4)
Balance at end of year
$
33.2
$
25.0
$
26.9
Valuation
allowance for deferred tax assets:
Balance at beginning of year
$
255.5
$
259.2
$
185.1
(Benefits) additions charged to expense
(1.9)
(2.3)
77.1
Adjustments due to acquisitions, translation of amounts, and other
0.1
(1.4)
(3.0)
Balance at end of year
$
253.7
$
255.5
$
259.2
Reserve for restructuring and other exit charges:
Balance at beginning of year
$
14.8
$
47.7
$
36.8
Additions charged to expense, including translation amounts
70.1
0.1
41.7
Net amounts utilized for restructuring activities
(7.8)
(33.0)
(30.8)
Balance at end of year
$
77.1
$
14.8
$
47.7
Reserve for LIFO valuation:
Balance at beginning of year
$
541.1
$
600.9
$
463.4
Increase
4.5
(59.8)
137.5
Balance at end of year
$
545.6
$
541.1
$
600.9
EX-4.3
Exhibit 4.3
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of May 25, 2025, General Mills, Inc. (“General Mills,” the “Company,”
“we,” “us,” and “our”) had eight classes of
securities registered under Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”):
Common Stock,
$.10 par value; 0.125% Notes due 2025; 0.450% Notes due 2026; 1.500%
Notes due 2027; 3.907% Notes due 2029; 3.650% Notes
due 2030; 3.600% Notes due 2032; and 3.850% Notes due 2034.
DESCRIPTION OF COMMON STOCK
The following description of our Common Stock and our cumulative preference
stock is a summary and does not purport to
be complete. It is subject to and qualified in its entirety by reference to our
Restated Certificate of Incorporation (the “Certificate of
Incorporation”) and our By-laws, as amended (the “By-laws”), each of which
are incorporated by reference as an exhibit to our most
recent Annual Report on Form 10-K.
We
encourage you to read our Certificate of Incorporation, our By-laws and the
applicable
provisions of the General Corporation Law of the State of Delaware (“DGCL”)
for additional information.
General
Our Certificate of Incorporation currently authorizes the issuance of one billion
shares of our Common stock, par value $0.10
per share, and five million shares of cumulative preference stock, without par
value, issuable in series. Our Common Stock is listed
and principally traded on the New York
Stock Exchange under the symbol “GIS.” All outstanding shares of our
Common Stock are
fully paid and nonassessable.
Dividend Rights
The holders of Common Stock are entitled to receive dividends when and
as declared by our Board of Directors out of funds
legally available for that purpose, provided that if any shares of preference
stock are at the time outstanding, the payment of dividends
on Common Stock or other distributions (including purchases of Common
Stock) may be subject to the declaration and payment of
full cumulative dividends, and the absence of overdue amounts in any
mandatory sinking fund, on outstanding shares of preference
stock.
Voting
Rights
The holders of Common Stock are entitled to one vote for each share on all matters
voted on by stockholders, including the
election of directors, subject to the voting rights of any preference stock then outstanding.
The holders of Common Stock are not
entitled to cumulative voting of their shares in the election of directors.
Directors are to be elected by a majority of the votes cast by
the holders of Common Stock entitled to vote and present in person
or represented by proxy, provided
that if the number of nominees
standing for election at any meeting of the stockholders exceeds the number
of directors to be elected, the directors will be elected by
a plurality of the votes cast. Except as provided by law,
all other matters are to be decided by a vote of a majority of votes cast by the
holders of Common Stock entitled to vote and present in person or represented
by proxy.
Liquidation Rights
In the event of liquidation, dissolution or winding up of the Company,
holders of Common Stock are entitled to share ratably
in any assets remaining after the satisfaction in full of the prior rights of creditors, including
holders of our indebtedness, and the
aggregate liquidation preference of any preference stock then outstanding.
Other Rights and Preferences
The holders of Common Stock do not have any conversion rights or
any preemptive rights to subscribe for stock or any other
securities of the Company.
There are no redemption or sinking fund provisions applicable to our
Common Stock.
Effect of Preference Shares
Our Board of Directors is authorized to approve the issuance of one or more
series of preference stock without further
authorization of our stockholders and to fix the number of shares, the
designations, the relative rights and the limitations of any series
of preference stock. As a result, our Board of Directors, without stockholder
approval, could authorize the issuance of preference stock
with voting, conversion and other rights that could proportionately reduce,
minimize or otherwise adversely affect the voting power
and other rights of holders of Common Stock or other series of preference
stock or that could have the effect of delaying, deferring or
preventing a change in our control.
Transfer Agent
The transfer agent for Common Stock is Broadridge Corporate Issuer Solutions,
LLC.
DESCRIPTION OF
0.125% NOTES DUE 2025
0.450% NOTES DUE 2026
1.500% NOTES DUE 2027
3.907% NOTES DUE 2029
3.650% NOTES DUE 2030
3.600% NOTES DUE 2032
3.850% NOTES DUE 2034
The following description of our 0.125% Notes due 2025 (the “2025 Notes”),
0.450% Notes due 2026 (the “2026 Notes”),
1.500% Notes due 2027 (the “2027 Notes”), 3.907% Notes due 2029 (the “2029
Notes”), 3.650% Notes due 2030 (the “2030 Notes”),
3.600% Notes due 2032 (the “2032 Notes”) and 3.850% Notes due 2034
(the “2034 Notes,” and together with the 2025 Notes, 2026
Notes, 2027 Notes, 2029 Notes, 2030 Notes and 2032 Notes, the “Notes”) is a summary
and does not purport to be complete. It is
subject to and qualified in its entirety by reference to the Indenture,
dated as of February 1, 1996, between General Mills and U.S.
Bank Trust Company,
National Association, as supplemented by the First Supplemental Indenture,
dated as of May 18, 2009, between
General Mills and U.S. Bank Trust Company,
National Association (together the “Indenture”), which are incorporated by reference
as
exhibits to our most recent Annual Report on Form 10-K, and, as applicable,
the Officers’ Certificate for the 2025 Notes, incorporated
herein by reference to Exhibit 4 to the Company’s
Current Report on Form 8-K dated November 16, 2022, the Officers’
Certificate for
the 2026 Notes, incorporated herein by reference to Exhibit 4 to the
Company’s Current Report on Form 8-K
dated January 15, 2020,
the Officers’ Certificate for the 2027 Notes, incorporated
herein by reference to Exhibit 4.2 to the Company’s
Current Report on Form
8-K dated April 24, 2015, the Officers’ Certificate for
the 2029 Notes, incorporated herein by reference to Exhibit 4 to the Company’s
Current Report on Form 8-K dated April 13, 2023, the Officers’
Certificate for the 2030 Notes, incorporated herein by reference to
Exhibit 4.1 to the Company’s Current
Report on Form 8-K dated April 23, 2024, the Officers’ Certificate for
the 2032 Notes,
incorporated herein by reference to Exhibit 4 to the Company’s
Current Report on Form 8-K dated April 17, 2025, and the Officers’
Certificate for the 2034 Notes, incorporated herein by reference to Exhibit
4.2 to the Company’s Current Report
on Form 8-K dated
April 23, 2024.
We
encourage you to read the Indenture and the Officers’ Certificates
for additional information. References in this
section to the “Company,”
“us,” “we” and “our” are solely to General Mills and not to any of its subsidiaries, unless the context
requires otherwise.
General
We
issued €400,000,000 aggregate principal amount of our 2027
Notes on April 27, 2015, €600,000,000 aggregate principal
amount of our 2026 Notes on January 15, 2020, €500,000,000 aggregate
principal amount of our 2025 Notes on November 16, 2021,
€750,000,000 aggregate principal amount of our 2029 Notes on April
13, 2023, €500,000,000 aggregate principal amount of our 2030
Notes on April 23, 2024, €750,000,000 aggregate principal amount of
our 2032 Notes on April 17, 2025 and €500,000,000 aggregate
principal amount of our 2034 Notes on April 23, 2024. The 2025
Notes, 2026 Notes, 2027 Notes, 2029 Notes, 2030 Notes, 2032 Notes
and 2034 Notes are listed and principally traded on the New York
Stock Exchange under the symbols “GIS 25A,” “GIS 26,” “GIS
27,” “GIS 29,” “GIS 30A,” “GIS 32” and “GIS 34” respectively.
As of May 26, 2024, €500,000,000 aggregate principal amount of the
2025 Notes, €600,000,000 aggregate principal amount of the 2026 Notes, €400,000,000
aggregate principal amount of the 2027 Notes,
€750,000,000 aggregate principal amount of the 2029 Notes, €500,000,000
aggregate principal amount of the 2030 Notes,
€750,000,000 aggregate principal amount of the 2032 Notes and €500,000,000
aggregate principal amount of the 2034 Notes were
outstanding.
The Notes were each issued as a separate series of securities under
the Indenture. The Notes and the Indenture are governed
by, and are to be construed
in accordance with, the laws of the State of New York
applicable to agreements made and to be performed
wholly within the State of New York.
Interest and Maturity
The 2025 Notes will mature on November 15, 2025, the 2026 Notes will mature
on January 15, 2026, the 2027 Notes will
mature on April 27, 2027, the 2029 Notes will mature on April 13, 2029,
the 2030 Notes will mature on October 23, 2030, the 2032
Notes will mature on April 17, 2032, and the 2034 Notes will mature on April 23,
2034.
We
will pay interest on the 2025 Notes at the
rate of 0.125% per year annually in arrears on November 15 of each year,
beginning November 15, 2022, to holders of record on the
preceding November 1.
We
will pay interest on the 2026 Notes at the rate of 0.450% per year annually
in arrears on January 15 of
each year, beginning January 15,
2021, to holders of record on the preceding January 1. We
will pay interest on the 2027 Notes at the
rate of 1.500% per year annually in arrears on April 27 of each year,
beginning April 27, 2016, to holders of record on the preceding
April 12.
We
will pay interest on the 2029 Notes at the rate of 3.907% per year annually
in arrears on April 13 of each year, beginning
April 13, 2024, to holders of record on the preceding April 1.
We
will pay interest on the 2030 Notes at the rate of 3.650% per year
annually in arrears on October 23 of each year,
beginning October 23, 2024, to holders of record on the clearing
system business day
(as defined below) immediately preceding the interest payment date.
We
will pay interest on the 2032 Notes at the rate of 3.600% per
year annually in arrears on April 17 of each year,
beginning April 17, 2026, to holders of record on the clearing system business day
immediately preceding the interest payment date.
We
will pay interest on the 2034 Notes at the rate of 3.850% per year annually
in
arrears on April 23 of each year, beginning
April 23, 2025, to holders of record on the clearing system business day immediately
preceding the interest payment date.
“Clearing system business day” means a day on which Clearstream and
Euroclear (each as
defined below) are open for business.
Interest payments for the 2025 Notes include accrued interest from and
including November 16,
2021 or from and including the last date in respect of which interest has been paid
or provided for, as the case may be, to but
excluding the interest payment date or the date of maturity,
as the case may be. Interest payments for the 2026 Notes include accrued
interest from and including January 15, 2020 or from and including the last date
in respect of which interest has been paid or provided
for, as the case may be, to but excluding the
interest payment date or the date of maturity,
as the case may be. Interest payments for the
2027 Notes include accrued interest from and including April 27,
2015 or from and including the last date in respect of which interest
has been paid or provided for, as the case may
be, to but excluding the next interest payment date or the date of maturity,
as the case
may be. Interest payments for the 2029 Notes include accrued interest
from and including April 13, 2023 or from and including the
last date in respect of which interest has been paid or provided for,
as the case may be, to but excluding the next interest payment date
or the date of maturity,
as the case may be. Interest payments for the 2030 Notes include accrued interest
from and including April 23,
2024 or from and including the last date in respect of which interest has been paid
or provided for, as the case may be, to but
excluding the next interest payment date or the date of maturity,
as the case may be. Interest payments for the 2032 Notes include
accrued interest from and including April 17, 2025 or from and including
the last date in respect of which interest has been paid or
provided for, as the case may be, to but excluding
the next interest payment date or the date of maturity,
as the case may be. Interest
payments for the 2034 Notes include accrued interest from and including
April 23, 2024 or from and including the last date in respect
of which interest has been paid or provided for,
as the case may be, to but excluding the next interest payment date or the date of
maturity, as the case may
be. Interest payable at the maturity of the Notes will be payable to the registered
holders of the Notes to
whom the principal is payable.
Interest on the Notes is computed on the basis of the actual number of days in the
period for which interest is being calculated
and the actual number of days from and including the last date on which
interest was paid on the Notes, to but excluding the next
scheduled interest payment date. This payment convention is referred
to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of
the International Capital Market Association. If any interest payment date
on the Notes falls on a day that is not a business day,
the
interest payment will be postponed to the next day that is a business day,
and no interest on that payment will accrue for the period
from and after the interest payment date. If the maturity date of the Notes
falls on a day that is not a business day,
the payment of
interest and principal will be made on the next succeeding business day,
and no interest on such payment will accrue for the period
from and after the maturity date.
“Business day” means any day that is not a Saturday or Sunday and that is not
a day on which banking institutions are
authorized or obligated by law or executive order to close in the City of New York
or London and on which the Trans-European
Automated Real-time Gross Settlement Express Transfer
system (the T2 system), or any successor thereto, operates.
Payments in Euro
All payments of interest and principal, including payments made upon
any redemption of the Notes, is payable in euro. If the
euro is unavailable to us due to the imposition of exchange controls or other
circumstances beyond our control or if the euro is no
longer being used by the then member states of the European Monetary Union
that have adopted the euro as their currency or for the
settlement of transactions by public institutions of or within the international
banking community, then
all payments in respect of the
Notes will be made in dollars until the euro is again available to us or
so used. The amount payable on any date in euro is converted
into dollars on the basis of the most recently available market exchange
rate for euro. Any payment in respect of the Notes so made in
dollars will not constitute an event of default under the Notes or the Indenture
governing the Notes. Neither the trustee nor the paying
agent shall have any responsibility for any calculation or conversion in
connection with the foregoing.
Issuance of Additional Notes
We
may, without the
consent of the holders of Notes, issue additional Notes having the same ranking and the
same interest
rate, maturity and other terms as a series of the Notes (except for the public offering
price and issue date and, in some cases, the first
interest payment date). Any additional Notes, together with the Notes
with the same terms, will constitute a single series of Notes
under the Indenture; provided that, if the additional Notes are not
fungible with the Notes in this offering for United States federal
income tax purposes, the additional Notes will have different ISIN
and CUSIP numbers. No additional Notes of a series may be issued
if an event of default has occurred with respect to that series of Notes.
Ranking
The Notes are our unsecured and unsubordinated obligations. The Notes rank
equal in priority with all of our existing and
future unsubordinated indebtedness and senior in right of payment
to all of our existing and future subordinated indebtedness. The
Notes effectively rank junior to all of our existing and future secured
indebtedness to the extent of the value of the assets securing such
indebtedness. In addition, because the Notes are only our obligation and
are not guaranteed by our subsidiaries, creditors of each of
our subsidiaries, including trade creditors and owners of preferred
equity of our subsidiaries, generally will have priority with respect
to the assets and earnings of the subsidiary over the claims of our creditors,
including holders of the Notes. The Notes, therefore, are
effectively subordinated to the claims of creditors,
including trade creditors, of our subsidiaries, and to claims of owners of preferred
equity of our subsidiaries.
Redemption
As discussed below, we may
redeem the Notes before they mature. The Notes to be redeemed will stop bearing
interest on
the redemption date.
We
will give holders of 2025 Notes, 2026 Notes and 2027 Notes between 15 and 45 days’ notice
before the
redemption date.
We
will give holders of 2029 Notes, 2030 Notes and 2034 Notes between 15 and 60 days’
notice before the
redemption date.
We
will give holders of 2032 Notes between 10 and 60 days’ notice before the redemption
date.
We
are not required (i) to register, transfer
or exchange the Notes during the period from the opening of business 15 days
before the day a notice of redemption relating to the Notes selected for redemption
is sent to the close of business on the day that
notice is sent, or (ii) to register, transfer
or exchange any Notes so selected for redemption, except for the unredeemed
portion of any
Notes being redeemed in part.
We
may redeem the Notes, in whole or in part, at any time and from time to time. The
redemption price for the 2025 Notes to
be redeemed on any redemption date that is prior to October 15, 2025 will be
equal to the greater of (1) 100% of the principal amount
of the 2025 Notes to be redeemed and (2) as determined by an independent
investment bank selected by us, the sum of the present
values of the remaining scheduled payments of principal and interest
on the 2025 notes to be redeemed that would be due if the notes
matured on October 15, 2025 (excluding any portion of such payments
of interest accrued as of the date of redemption) discounted to
the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA))
at the applicable Comparable Government Bond Rate (as
defined below) plus 15 basis points, plus, in each case, accrued and unpaid
interest to the date of redemption. The redemption price for
the 2025 Notes to be redeemed on any redemption date that is on or
after October 15, 2025 will be equal to 100% of the principal
amount of the 2025 Notes being redeemed on the redemption date,
plus accrued and unpaid interest on the 2025 Notes to the date of
redemption. The redemption price for the 2026 Notes to be redeemed
on any redemption date that is prior to October 15, 2025 will be
equal to the greater of (1) 100% of the principal amount of the 2026 Notes to
be redeemed and (2) as determined by an independent
investment bank selected by us, the sum of the present values of the remaining
scheduled payments of principal and interest on the
notes to be redeemed (excluding any portion of such payments of interest
accrued as of the date of redemption) discounted to the
redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at
the applicable Comparable Government Bond Rate (as defined
below) plus 15 basis points, plus, in each case, accrued and unpaid interest
to the date of redemption. The redemption price for the
2026 Notes to be redeemed on any redemption date that is on or after October
15, 2025 will be equal to 100% of the principal amount
of the notes being redeemed on the redemption date, plus accrued
and unpaid interest on the notes to the date of redemption. The
redemption price for the 2027 Notes to be redeemed on any redemption date
that is prior to January 27, 2027 will be equal to the
greater of (1) 100% of the principal amount of the 2027 Notes to be redeemed
and (2) as determined by an independent investment
bank selected by us, the sum of the present values of the remaining scheduled
payments of principal and interest on the 2027 Notes to
be redeemed (excluding any portion of such payments of interest accrued
as of the date of redemption) discounted to the redemption
date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable
Comparable Government Bond Rate plus 25 basis points,
plus, in each case, accrued and unpaid interest to the date of redemption.
The redemption price for the 2027 Notes to be redeemed on
any redemption date that is on or after January 27, 2027 will be equal
to 100% of the principal amount of the 2027 Notes being
redeemed on the redemption date, plus accrued and unpaid interest on
the 2027 Notes to the date of redemption. The redemption price
for the 2029 Notes to be redeemed on any redemption date that is prior
to January 13, 2029 will be equal to the greater of (1) 100% of
the principal amount of the 2029 Notes to be redeemed and (2) as determined
by an independent investment bank selected by us, the
sum of the present values of the remaining scheduled payments of principal
and interest on the 2029 Notes to be redeemed that would
be due if the notes matured on January 13, 2029 (excluding any portion
of such payments of interest accrued as of the date of
redemption) discounted to the redemption date on an annual basis (ACTUAL/ACTUAL
(ICMA)) at the applicable Comparable
Government Bond Rate plus 25 basis points, plus, in each case, accrued
and unpaid interest to the date of redemption. The redemption
price for the 2029 Notes to be redeemed on any redemption date that is on or after
January 13, 2029 will be equal to 100% of the
principal amount of the 2029 Notes being redeemed on the redemption
date, plus accrued and unpaid interest on the 2029 Notes to the
date of redemption. The redemption price for the 2030 Notes to be redeemed
on any redemption date that is prior to July 23, 2030 will
be equal to the greater of (1) 100% of the principal amount of the 2030
Notes to be redeemed and (2) as determined by an independent
investment bank selected by us, the sum of the present values of the remaining
scheduled payments of principal and interest on the
2030 Notes to be redeemed that would be due if the notes matured on July 23, 2030
(excluding any portion of such payments of
interest accrued as of the date of redemption) discounted to the redemption
date on an annual basis (ACTUAL/ACTUAL (ICMA)) at
the applicable Comparable Government Bond Rate plus 20 basis points, plus,
in each case, accrued and unpaid interest to the date of
redemption. The redemption price for the 2030 Notes to be redeemed
on any redemption date that is on or after July 23, 2030 will be
equal to 100% of the principal amount of the 2030 Notes being redeemed
on the redemption date, plus accrued and unpaid interest on
the 2030 Notes to the date of redemption. The redemption price for the 2032
Notes to be redeemed on any redemption date that is
prior to January 17, 2032 will be equal to the greater of (1) 100% of
the principal amount of the 2032 Notes to be redeemed and (2) as
determined by an independent investment bank selected by us, the
sum of the present values of the remaining scheduled payments of
principal and interest on the 2032 Notes to be redeemed that would be due
if the notes matured on January 17, 2032 (excluding any
portion of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on an annual basis
(ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government
Bond Rate plus 25 basis points, plus, in each case, accrued
and unpaid interest to the date of redemption. The redemption price
for the 2032 Notes to be redeemed on any redemption date that is
on or after January 17, 2032 will be equal to 100% of the principal amount
of the 2032 Notes being redeemed on the redemption date,
plus accrued and unpaid interest on the 2032 Notes to the date of redemption. The
redemption price for the 2034 Notes to be redeemed
on any redemption date that is prior to January 23, 2034 will be equal
to the greater of (1) 100% of the principal amount of the 2034
Notes to be redeemed and (2) as determined by an independent investment
bank selected by us, the sum of the present values of the
remaining scheduled payments of principal and interest on the 2034
Notes to be redeemed that would be due if the notes matured on
January 23, 2034 (excluding any portion of such payments of interest
accrued as of the date of redemption) discounted to the
redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at
the applicable Comparable Government Bond Rate plus 25
basis points, plus, in each case, accrued and unpaid interest to the date of
redemption. The redemption price for the 2034 Notes to be
redeemed on any redemption date that is on or after January 23, 2034 will be
equal to 100% of the principal amount of the 2034 Notes
being redeemed on the redemption date, plus accrued and unpaid
interest on the 2034 Notes to the date of redemption.
In any case,
the principal amount of a Notes remaining outstanding after a redemption
in part shall be €100,000 or an integral multiple of €1,000 in
excess thereof.
In connection with such optional redemption of Notes, the following
defined terms apply:
●
“Comparable Government Bond Rate” means the yield to maturity,
expressed as a percentage (rounded to three decimal
places, with 0.0005 being rounded upwards), on the third business day prior
to the date fixed for redemption, of the
Comparable Government Bond (as defined below) on the basis of the middle
market price of the Comparable Government
Bond prevailing at 11:00 a.m. (London
time) on such business day as determined by an independent investment bank
selected
by us.
●
“Comparable Government Bond” means, in relation to any Comparable
Government Bond Rate calculation, at the discretion
of an independent investment bank selected by us, a German government bond
whose maturity is closest to the maturity of
the Notes to be redeemed, or if such independent investment bank in its discretion
determines that such similar bond is not in
issue, such other German government bond as such independent investment
bank may, with the advice of three
brokers of,
and/or market makers in, German government bonds selected by us, determine
to be appropriate for determining the
Comparable Government Bond Rate.
The Notes are also subject to redemption prior to maturity if certain events
occur involving United States taxation. If any of
these special tax events occur, the Notes may
be redeemed at a redemption price of 100% of their principal amount plus accrued
and
unpaid interest to the date fixed for redemption. See “Redemption for Tax
Reasons.”
Payment of Additional Amounts
We
will, subject to the exceptions and limitations set forth below,
pay as additional interest on the Notes such additional
amounts as are necessary in order that the net payment of the principal of and
interest on the Notes to a holder of the Notes (or the
beneficial owner for whose benefit such holder holds the Notes) who is not
a United States person (as defined below), after
withholding or deduction for any present or future tax, assessment or other
governmental charge imposed by the United States or a
taxing authority in the United States, will not be less than the amount provided
in the Notes to be then due and payable; provided,
however, that the foregoing obligation
to pay additional amounts shall not apply:
(1)
to any tax, assessment or other governmental charge that
is imposed by reason of the holder (or the beneficial owner
for whose benefit such holder holds such note), or a fiduciary,
settlor, beneficiary,
member or shareholder of the holder if the holder is
an estate, trust, partnership or corporation, or a person holding a power
over an estate or trust administered by a fiduciary holder,
being
considered as:
(a)
being or having been engaged in a trade or business in the United States or having
or having had a
permanent establishment in the United States;
(b)
having a current or former connection with the United States (other
than a connection arising solely as a
result of the ownership of the Notes or the receipt of any payment
or the enforcement of any rights thereunder), including being or
having been a citizen or resident of the United States;
(c)
being or having been a personal holding company,
a passive foreign investment company or a controlled
foreign corporation for United States income tax purposes or a corporation
that has accumulated earnings to avoid United States
federal income tax;
(d)
being or having been a “10-percent shareholder” of the Company
as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the “Code”), or
any successor provision; or
(e)
being a bank receiving payments on an extension of credit made
pursuant to a loan agreement entered into
in the ordinary course of its trade or business;
(2)
to any holder that is not the sole beneficial owner of the Notes, or a portion of the
Notes, or that is a fiduciary,
partnership or limited liability company,
but only to the extent that a beneficial owner with respect to the holder,
a beneficiary or
settlor with respect to the fiduciary,
or a beneficial owner or member of the partnership or limited liability company
would not have
been entitled to the payment of an additional amount had the beneficiary,
settlor, beneficial owner or member received
directly its
beneficial or distributive share of the payment;
(3)
to any tax, assessment or other governmental charge that
would not have been imposed but for the failure of the
holder or any other person to comply with certification, identification
or information reporting requirements concerning the
nationality, residence,
identity or connection with the United States of the holder or beneficial owner
of the Notes, if compliance is
required by statute, by regulation of the United States or any taxing authority
therein or by an applicable income tax treaty to which
the United States is a party as a precondition to exemption from such tax, assessment
or other governmental charge;
(4)
to any tax, assessment or other governmental charge that
is imposed otherwise than by withholding by us or an
applicable paying or withholding agent from the payment;
(5)
to any tax, assessment or other governmental charge that
would not have been imposed but for a change in law,
regulation, or administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due
or is
duly provided for, whichever occurs
later;
(6)
to any estate, inheritance, gift, sales, excise, transfer,
wealth, capital gains or personal property tax or similar tax,
assessment or other governmental charge;
(7)
with respect to the 2027 Notes, to any withholding or deduction that is imposed
on a payment to an individual and
that is required to be made pursuant to any law implementing or complying
with, or introduced in order to conform to, any European
Union Directive on the taxation of savings;
(8)
to any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment
of principal of or interest on any note, if such payment can be made without
such withholding by at least one other paying agent;
(9)
to any tax, assessment or other governmental charge that
would not have been imposed but for the presentation by
the holder of any note, where presentation is required, for payment on a
date more than 30 days after the date on which payment
became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;
(10)
with respect to the 2027 Notes, to any tax, assessment or other governmental charge
that is imposed or withheld
solely by reason of the beneficial owner being a bank (i) purchasing the Notes
in the ordinary course of its lending business or (ii) that
is neither (A) buying the Notes for investment purposes only nor (B) buying
the Notes for resale to a third-party that either is not a
bank or holding the Notes for investment purposes only;
(11)
to any tax, assessment or other governmental charge imposed
under Sections 1471 through 1474 of the Code (or any
amended or successor provisions), any current or future regulations
or official interpretations thereof, any agreement entered into
pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation,
rules or practices adopted pursuant to any
intergovernmental agreement entered into
in connection with the implementation of such sections of the Code; or
(12)
in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), (9),
(10) and (11).
The Notes are subject in all cases to any tax, fiscal or other law or regulation
or administrative or judicial interpretation
applicable to the Notes. Except as specifically provided under this heading
“Payment of Additional Amounts,” we are not required to
make any payment for any tax, assessment or other governmental charge
imposed by any government or a political subdivision or
taxing authority of or in any government or political subdivision.
As used under this heading “Payment of Additional Amounts” and under
the heading “Redemption for Tax
Reasons”, the
term “United States” means the United States of America, the states of the United
States, and the District of Columbia, and the term
“United States person” means any individual who is a citizen or resident of
the United States for United States federal income tax
purposes, a corporation, partnership or other entity created or organized
in or under the laws of the United States, any state of the
United States or the District of Columbia, or any estate or trust the income
of which is subject to United States federal income taxation
regardless of its source.
With respect to the 2027 Notes, to the extent
permitted by law, we will maintain a paying agent
in a Member State of the
European Union (if any) that will not require withholding or deduction
of tax pursuant to European Council Directive 2003/48/EC on
the taxation of savings income or any law implementing or complying with, or introduced
in order to conform to, such European
Council Directive.
Redemption for Tax
Reasons
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings
promulgated under the laws) of the
United States (or any taxing authority in the United States), or any change
in, or amendment to, an official position regarding the
application or interpretation of such laws, regulations or rulings, we become
or, based upon a written opinion of independent
counsel
selected by us, will become obligated to pay additional amounts as described
under the heading “Payment of Additional Amounts”
with respect to the Notes, then we may at any time at our option redeem, in
whole, but not in part, any series of the Notes on not less
than 15 nor more than 45 days’ prior notice, at a redemption price equal
to 100% of their principal amount, together with accrued and
unpaid interest on such Notes to, but not including, the date fixed for redemption.
Change of Control Offer to Purchase
If a change of control triggering event occurs, holders of Notes may require us to
repurchase all or any part (equal to an
integral multiple of €1,000) of their Notes at a purchase price of 101% of the principal
amount, plus accrued and unpaid interest, if
any, on such Notes to
the date of purchase (unless a notice of redemption has been mailed within 30 days after
such change of control
triggering event stating that all of the Notes of such series will be redeemed
as described above); provided that the principal amount of
a Note remaining outstanding after a repurchase in part shall be €100,000
or an integral multiple of €1,000 in excess thereof.
We
are
required to mail to holders of the Notes a notice describing the transaction or transactions
constituting the change of control triggering
event and offering to repurchase the Notes. The notice
must be mailed within 30 days after any change of control triggering event, and
the repurchase must occur no earlier than 30 days and no later than 60 days after the date
the notice is mailed.
On the date specified for repurchase of the Notes, we will, to the extent lawful:
●
accept for payment all properly tendered Notes or portions of Notes;
●
deposit with the paying agent the required payment for all properly
tendered Notes or portions of Notes; and
●
deliver to the trustee the repurchased Notes, accompanied by an officers’
certificate stating, among other things, the
aggregate principal amount of repurchased Notes.
We
will comply with the requirements of Rule 14e-1 under the Securities Exchange
Act of 1934, as amended, and any other
securities laws and regulations applicable to the repurchase of the Notes.
To the extent that these requirements
conflict with the
provisions requiring repurchase of the Notes, we will comply with these
requirements instead of the repurchase provisions and will not
be considered to have breached our obligations with respect to repurchasing
the Notes. Additionally, if
an event of default exists under
the Indenture (which is unrelated to the repurchase provisions of the Notes),
including events of default arising with respect to other
issues of debt securities, we will not be required to repurchase the Notes notwithstanding
these repurchase provisions.
We
will not be required to comply with the obligations relating to repurchasing
the Notes if a third party instead satisfies
them.
For purposes of the repurchase provisions of the Notes, the following
terms are applicable:
“
Change of control
” means the occurrence of any of the following: (a) the consummation of any
transaction (including,
without limitation, any merger or consolidation) resulting
in any “person” (as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended) (other than us or one of our subsidiaries)
becoming the beneficial owner (as defined in Rules 13d-
3 and 13d-5 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of more
than 50% of our voting stock or
other voting stock into which our voting stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather
than number of shares; (b) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger
or
consolidation), in a transaction or a series of related transactions, of all or substantially
all of our assets and the assets of our
subsidiaries, taken as a whole, to one or more “persons” (as that term is defined
in the Indenture) (other than us or one of our
subsidiaries); or (c) the first day on which a majority of the members of our
Board of Directors are not continuing directors.
Notwithstanding the foregoing, a transaction will not be considered
to be a change of control if (a) we become a direct or indirect
wholly-owned subsidiary of a holding company and (b)(y) immediately
following that transaction, the direct or indirect holders of the
voting stock of the holding company are substantially the same as the holders
of our voting stock immediately prior to that transaction
or (z) immediately following that transaction no person is the beneficial
owner, directly or indirectly,
of more than 50% of the voting
stock of the holding company.
“
Change of control triggering event
” means the occurrence of both a change of control and a rating event.
“
Continuing directors
” means, as of any date of determination, any member of our Board of Directors
who (a) was a member
of the Board of Directors on the date the Notes were issued or (b) was nominated
for election, elected or appointed to the Board of
Directors with the approval of a majority of the continuing directors who
were members of the Board of Directors at the time of such
nomination, election or appointment (either by a specific vote or by approval of
our proxy statement in which such member was
named as a nominee for election as a director,
without objection to such nomination).
“
Fitch
” means Fitch Ratings
and its successors.
“
Investment grade rating
” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the
equivalent)
by Moody’s and BBB- (or the equivalent)
by S&P,
and the equivalent investment grade credit rating from any replacement rating
agency or rating agencies selected by us.
“
Moody’s
” means Moody’s Investors Service, Inc.
and its successors.
“
Rating agencies
” means (a) each of Fitch, Moody’s
and S&P; and (b) if any of Fitch, Moody’s
or S&P ceases to rate the
Notes or fails to make a rating of the Notes publicly available for reasons outside
of our control, a “nationally recognized statistical
rating organization” (as defined in Section 3(a)(62) of
the Securities Exchange Act of 1934, as amended) selected by us as a
replacement rating agency for a former rating agency.
“
Rating event
” means the rating on the Notes is lowered by each of the rating agencies and the Notes are
rated below an
investment grade rating by each of the rating agencies on any day within
the 60-day period (which 60-day period will be extended so
long as the rating of the Notes is under publicly announced consideration
for a possible downgrade by any of the rating agencies) after
the earlier of (a) the occurrence of a change of control and (b) public notice
of the occurrence of a change of control or our intention to
effect a change of control; provided that a rating
event will not be deemed to have occurred in respect of a particular change of control
(and thus will not be deemed a rating event for purposes of the definition of
change of control triggering event) if each rating agency
making the reduction in rating does not publicly announce or confirm
or inform the trustee in writing at our request that the reduction
was the result, in whole or in part, of any event or circumstance comprised of or
arising as a result of, or in respect of, the change of
control (whether or not the applicable change of control has occurred
at the time of the rating event).
“
S&P
” means S&P Global Ratings, a division of S&P Global Inc., and its successors.
“
Voting
stock
” means, with respect to any specified “person” (as that term is used in Section 13(d)(3)
of the Securities
Exchange Act of 1934, as amended) as of any date, the capital stock of such person
that is at the time entitled to vote generally in the
election of the board of directors of such person.
Sinking Fund
The Notes are not subject to, or entitled to the benefit of, any sinking fund.
Conversion or Exchange Rights
The Notes are not convertible or exchangeable for shares of our common
stock or other securities.
Certain Restrictive Covenants
The Indenture contains restrictive covenants that apply the Notes, the most
significant of which are described below.
Limitation on Liens on Major Property and United States and Canadian Operating
Subsidiaries
Some of our property may be subject to a mortgage or other legal mechanism
that gives our lenders preferential rights in that
property over other lenders, including direct holders of the Notes, or over
our general creditors, if we fail to pay them back. These
preferential rights are called “liens.” The Indenture restricts our ability
to create, issue, assume, incur or guarantee any indebtedness
for borrowed money that is secured by a mortgage, pledge, lien, security
interest or other encumbrance on:
●
any flour mill, manufacturing or packaging plant or research laboratory
located in the United States or Canada owned by us
or one of our current or future United States or Canadian operating
subsidiaries; or
●
any stock or debt issued by one of our current or future United States or Canadian
operating subsidiaries
unless we also secure all the Notes that are still outstanding under the Indenture
equally with the indebtedness being secured. This
promise does not restrict our ability to sell or otherwise dispose of our interests in
any United States or Canadian operating subsidiary.
These requirements do not apply to liens:
●
existing on February 1, 1996 and any extensions, renewals or replacements
of those liens;
●
relating to the construction, improvement or purchase of a flour mill, plant or
laboratory;
●
in favor of us or one of our United States or Canadian operating subsidiaries;
●
in favor of governmental units for financing construction, improvement
or purchase of our property;
●
existing on any property,
stock or debt existing at the time we acquire it, including liens on property,
stock or debt of a
United States or Canadian operating subsidiary at the time it became our United
States or Canadian operating subsidiary;
●
relating to the sale of our property;
●
for work done on our property;
●
relating to workers’ compensation, unemployment insurance and similar obligations;
●
relating to litigation or legal judgments;
●
for taxes, assessments or governmental charges not yet
due; or
●
consisting of easements or other restrictions, defects in title or encumbrances on
our real property.
We
may also avoid securing the Notes equally with the indebtedness being
secured if the amount of the indebtedness being
secured plus the value of any sale and lease back transactions, as described
below, is 15% or less than the amount
of our consolidated
total assets minus our consolidated non-interest bearing current liabilities, as reflected
on our consolidated balance sheet.
If a merger or other transaction would create any liens that are not
permitted as described above, we must grant an equivalent
lien to the direct holders of the Notes.
Limitation on Sale and Leaseback Transactions
The Indenture also provides that we and our United States and Canadian operating
subsidiaries will not enter into any sale
and leaseback transactions on any of our flourmills, manufacturing
or packaging plants or research laboratories located in the United
States or Canada owned by us or one of our current or future United States or
Canadian operating subsidiaries (“principal properties”)
unless we satisfy some restrictions. A sale and leaseback transaction involves
our sale to a lender or other investor of a property of
ours and our leasing back that property from that party for more than
three years, or a sale of a property to, and its lease back for three
or more years from, another person who borrows the necessary funds from
a lender or other investor on the security of the property.
We
may enter into a sale and leaseback transaction covering any of our principal
properties only if:
●
it falls into the exceptions for liens described above under “— Limitation on
Liens on Major Property and United States and
Canadian Operating Subsidiaries”; or
●
within 180 days after the property sale, we set aside for the retirement of
funded debt, meaning notes or bonds that mature at
or may be extended to a date more than 12 months after issuance, an amount
equal to the greater of:
o
the net proceeds of the sale of the principal property,
or
o
the fair market value of the principal property sold, and in either case, minus
o
the principal amount of any debt securities issued under the Indenture
that are delivered to the trustee for retirement
within 120 days after the property sale, and
o
the principal amount of any funded debt, other than debt securities issued under
the Indenture, voluntarily retired by
us within 120 days after the property sale; or
●
the attributable value, as described below,
of all sale and leaseback transactions plus any indebtedness that we incur
that, but
for the exception in the second to last paragraph of “— Limitation on
Liens on Major Property and United States and
Canadian Operating Subsidiaries” above, would have required us to secure
the Notes equally with it, is 15% or less than the
amount of our consolidated total assets minus our consolidated non-interest
bearing current liabilities, as reflected on our
consolidated balance sheet.
We
determine the attributable value of a sale and leaseback transaction
by choosing the lesser of (1) or (2) below:
1.
sale price of the leased property
x
remaining portion of the base
term of the lease
the base term of the lease
2.
the total obligation of the lessee for rental payments during the remaining portion
of the base term of the lease, discounted to
present value at the highest interest rate on any outstanding series of debt securities
issued under the Indenture. The rental
payments in this calculation do not include amounts for property taxes, maintenance,
repairs, insurance, water rates and other
items that are not payments for the property itself.
Mergers and Similar Events
We
are generally permitted under the Indenture to consolidate or merge
with another company.
We
are also permitted to sell
or lease some or all of our assets to another company.
However, we may not take any of these actions unless the
following conditions,
among others, are met:
●
where we merge out of existence or sell or lease substantially all our
assets, the other company must be a corporation, limited
liability company, partnership
or trust organized under the laws of a state or the District of Columbia
or under United States
federal law and it must expressly agree in a supplemental indenture to be
legally responsible for the Notes; and
●
the merger, sale of assets or other
transaction must not bring about a default on the Notes (for purposes of
this test, a default
would include an event of default described below under “Default and
Related Matters” and any event that would be an event
of default if the requirements for giving us notice of our default or our
default having to exist for a specific period of time
were disregarded).
There is no precise, established definition of what would constitute a sale or lease of
substantially all of our assets under
applicable law and, accordingly,
there may be uncertainty as to whether a sale or lease of less than all of our assets would
subject us to
this provision.
If we merge out of existence or transfer (except through
a lease) substantially all our assets, and the other firm becomes our
successor and is legally responsible for the Notes, we will be relieved of our
own responsibility for the Notes.
Default and Related Matters
Noteholders will have special rights if an event of default occurs and is not
cured. For each series of Notes the term “event of
default” means any of the following:
●
we do not pay interest on a Note of that series within 30 days of its due date;
●
we do not pay the principal or any premium on a Note of that series on its due date;
●
we do not deposit money into a separate custodial account, known as a sinking
fund, when such a deposit is due, if we agree
to maintain a sinking fund with respect to that series;
●
we remain in breach of any restrictive covenant with respect to that series or
any other term of the Indenture for 60 days after
we receive a notice of default stating we are in breach (the notice must be sent by either
the trustee or direct holders of at least
25% of the principal amount of Notes of the affected series); or
●
we file for bankruptcy or other events of bankruptcy,
insolvency or reorganization occur.
In the event of our bankruptcy,
insolvency or other similar proceeding, all of the Notes will automatically
be due and
immediately payable. If a non-bankruptcy event of default has occurred
with respect to any series of Notes and has not been cured, the
trustee or the direct holders of not less than 25% in principal amount
of the Notes of the affected series may declare the entire
principal amount of all the Notes of that series to be due and immediately
payable. This is called a “declaration of acceleration of
maturity.”
A declaration of acceleration of maturity may be canceled by the direct
holders of at least a majority in principal amount of
the Notes of the affected series if any other defaults on those Notes have
been waived or cured and we pay or deposit with the trustee
an amount sufficient to pay the following with respect
to the Notes of that series:
●
all overdue interest;
●
principal and premium, if any,
which has become due, other than as a result of the acceleration, plus any interest on
that
principal;
●
interest on overdue interest, to the extent that payment is lawful; and
●
amounts paid or advanced by the trustee and reasonable trustee compensation
and expenses.
Except in cases of default, where the trustee has some special duties, the trustee
is not required to take any action under the
Indenture at the request of any direct holders unless the holders offer
the trustee reasonable protection from expenses and liability,
called an “indemnity.”
If reasonable indemnity is provided, the direct holders of a majority in principal amount
of the outstanding
Notes of the relevant series may direct the time, method and place of
conducting any lawsuit or other formal legal action seeking any
remedy available to the trustee. These majority direct holders may
also direct the trustee in exercising any trust or power conferred on
the trustee under the Indenture.
Before an investor may bypass the trustee and bring its own lawsuit or other
formal legal action or take other steps to enforce
its rights or protect its interests relating to any Notes of any series, the following
must occur:
●
the investor must give the trustee written notice that an event of default with respect
to the Notes of that series has occurred
and remains uncured;
●
the direct holders of at least 25% in principal amount of all outstanding
Notes of that series must make a written request that
the trustee take action because of the default, and must offer reasonable
indemnity to the trustee against any cost and
liabilities of taking that action;
●
the trustee must not have received from direct holders of a majority in
principal amount of the outstanding Notes of that
series a direction inconsistent with the written notice; and
●
the trustee must have failed to take action for 60 days after receipt of the
above notice and offer of indemnity.
However, investors are entitled at any
time to bring a lawsuit for the payment of money due on a Note on or after its due date.
Every year we will certify in a written statement to the trustee that we are in compliance
with the Indenture and each series of
Notes or specify any default that we know about.
Defeasance
In some circumstances described below,
we may elect to discharge our obligations on the Notes through defeasance
or
covenant defeasance.
Full Defeasance
If there is a change in United States federal tax law as described below,
we could legally release ourselves from any payment
or other obligations on the Notes, called “full defeasance,” if we put in place the
following arrangements for investors to be repaid:
●
we must irrevocably deposit in trust for the benefit of all direct holders of those Notes
money or specified German
government securities or a combination of these that will generate enough
cash to make interest, principal and any other
payments on those Notes on their various due dates;
●
there must be a change in current federal tax law or an Internal Revenue Service
ruling that lets us make the deposit without
causing investors to be taxed on the Notes any differently
than if we did not make the deposit and simply repaid such Notes
ourselves (under current United States federal tax law,
the deposit and our legal release from the such Notes would be treated
as though we took back such Notes and gave investors their share of the cash and notes
or bonds deposited in trust, in which
case investors could recognize gain or loss on those Notes); and
●
we must deliver to the trustee a legal opinion confirming the United States tax law change
described above.
In addition, no default must have occurred and be continuing with respect to those
Notes at the time the deposit is made (and,
with respect only to bankruptcy and similar events, during the 90 days following
the deposit), and we have delivered a certificate and a
legal opinion to the effect that the deposit does not:
●
cause any outstanding Notes to be delisted;
●
cause the trustee to have a “conflicting interest” within the meaning of
the Trust Indenture Act of 1939;
●
result in a breach or violation of, or constitute a default under,
any other agreement or instrument to which we are party or by
which we are bound; and
●
result in the trust arising from it constituting an “investment company”
within the meaning of the Investment Company Act
of 1940 (unless we register the trust, or find an exemption from registration,
under that Act).
If we ever did accomplish full defeasance, investors would have to
rely solely on the trust deposit, and could no longer look
to us, for repayment on the Notes of the affected series. Conversely,
the trust deposit would likely be protected from claims of our
lenders and other creditors if we ever become bankrupt or insolvent.
Covenant Defeasance
Under current United States federal tax law,
we can make the same type of deposit described above and be released from
many of the covenants in the Notes. This is called “covenant defeasance.”
In that event, investors would lose the protection of those
covenants but would gain the protection of having money and
securities set aside in trust to repay the applicable series of Notes. In
order to achieve covenant defeasance, we must do the following:
●
make the same deposit of money and/or German government securities described
above under “— Full Defeasance;”
●
deliver to the trustee a legal opinion confirming that under current United States federal
income tax law we may make the
above deposit without causing investors to be taxed on the applicable series of
Notes any differently than if we did not make
the deposit and simply repaid the applicable series of Notes ourselves; and
●
comply with the other conditions precedent described above under “— Full Defeasance.”
If we accomplish covenant defeasance, the following provisions, among
others, would no longer apply:
●
the events of default relating to breach of covenants described below under
“Default and Related Matters;” and
●
any promises regarding conduct of our business, such as those described
under “Certain Restrictive Covenants” below and
any other covenants applicable to the series of Notes.
If we accomplish covenant defeasance, investors can still look to us for repayment
of the applicable series of Notes if there is
a shortfall in the trust deposit. Depending on the event causing the default,
however, investors may not be able to obtain payment of
the shortfall.
Modification and Waiver
There are three types of changes we can make to the Indenture and the Notes.
First, there are changes that cannot be made to the Notes without specific
investor approval. These include:
●
change of the stated due date for payment of principal or interest on
a series of Notes;
●
reduction in the principal amount of, the rate of interest payable on or any
premium payable upon redemption of a series of
Notes;
●
reduction in the amount of principal payable upon acceleration of the
maturity of a series of Notes following a default;
●
change in the place or currency of payment on a series of Notes;
●
impairment of an investor’s right to sue for payment on a series of Notes
on or after the due date for such payment;
●
reduction in the percentage of direct holders of a series of Notes whose consent
is required to modify or amend the Indenture;
●
reduction in the percentage of holders of a series of Notes whose consent
is required under the Indenture to waive compliance
with provisions of, or to waive defaults under,
the Indenture; and
●
modification of any of the provisions described above or other provisions
of the Indenture dealing with waiver of defaults or
covenants under the Indenture, except to increase the percentages required
for such waivers or to provide that other
provisions of the Indenture cannot be changed without the consent of each direct
holder affected by the change.
Second, changes may be made by us and the trustee without any vote by holders
of any series of Notes. These include:
●
evidencing the assumption by a successor of our obligations under
the Indenture and any series of Notes;
●
adding to our covenants for the benefit of the holders of any series of Notes, or
surrendering any of our rights or powers
under the Indenture;
●
adding other events of default for the benefit of holders of any series of Notes;
●
making such changes as may be necessary to permit or facilitate the issuance of
any series of Notes in bearer or uncertificated
form;
●
establishing the forms or terms of any series of Notes;
●
evidencing the acceptance of appointment by a successor trustee; and
●
curing any ambiguity,
correcting any Indenture provision that may be defective or inconsistent with other
Indenture
provisions or making any other change that does not adversely affect
the interests of the holders of any series of Notes in any
material respect.
Third, we need a vote by direct holders of Notes owning at least a majority of
the principal amount of each series affected by
the change to make any other change to the Indenture that is not of the
type described in the preceding two paragraphs. A majority
vote of this kind is also required to obtain a waiver of any past default, except
a payment default on principal or interest or concerning
a provision of the Indenture that cannot be changed without the consent
of the direct holder.
When taking a vote, we will decide how much principal amount to attribute
to a series of Notes by using the dollar
equivalent, as determined by our Board of Directors.
Notes will not be considered outstanding, and therefore will not be eligible
to vote, if owned by us or one of our affiliates or
if we have deposited or set aside money in trust for their payment or redemption.
Notes will also not be eligible to vote if they have
been fully defeased as described below under “Defeasance — Full Defeasance.”
We
will generally be entitled to set any day as a record date for the purpose
of determining the direct holders of outstanding
Notes that are entitled to vote or take other action under the Indenture.
In some circumstances, generally related to a default by us on a
series of the Notes, the trustee will be entitled to set a record date for action by holders.
Trustee
U.S. Bank Trust Company,
National Association, as trustee under the Indenture, has been appointed by us as transfer
agent
and registrar with regard to the 2026 Notes, the 2029 Notes, the 2030 Notes,
the 2032 Notes and the 2034 Notes. The trustee also acts
as an agent for the issuance of our United States commercial paper.
Affiliates of the trustee currently provide cash management and
other banking and advisory services to us in the normal course of business
and may from time to time in the future provide other
banking and advisory services to us in the ordinary course of business, in
each case in exchange for a fee.
Book-Entry; Delivery and Form; Global Note
We
have obtained the information in this section concerning Clearstream
Banking, société anonyme (“Clearstream”) and
Euroclear Bank, S.A./N.V.,
or its successor, as operator of the Euroclear
System (“Euroclear”) and their book-entry systems and
procedures from sources that we believe to be reliable.
We
take no responsibility for an accurate portrayal of this information. In
addition, the description of the clearing systems in this section reflects our
understanding of the rules and procedures of Clearstream
and Euroclear as they were in effect at the time of the issuance of
the Notes of each series. Those clearing systems could change their
rules and procedures at any time.
The Notes are represented by one or more fully registered global notes.
Each such global note is deposited with, or on behalf
of, a common depositary,
and registered in the name of the nominee of the common depositary for the accounts
of Clearstream and
Euroclear. Except as set forth below,
the global notes may be transferred, in whole and not in part, only to Euroclear
or Clearstream or
their respective nominees. Investors may hold interests in the global notes in
Europe through Clearstream or Euroclear, either as a
participant in such systems or indirectly through organizations that
are participants in such systems. Clearstream and Euroclear will
hold interests in the global notes on behalf of their respective participating
organizations or customers through customers’ securities
accounts in Clearstream’s or
Euroclear’s names on the books of their respective depositaries.
Book-entry interests in the Notes and all
transfers relating to the Notes are reflected in the book-entry records
of Clearstream and Euroclear.
The distribution of the Notes is cleared through Clearstream and Euroclear.
Any secondary market trading of book-entry
interests in the Notes takes place through Clearstream and Euroclear participants
and settles in same-day funds. Owners of book-entry
interests in the Notes receive payments relating to their Notes in euro,
except as described under the heading “Payments in Euro.”
Clearstream and Euroclear have established electronic securities and payment
transfer, processing, depositary and custodial
links among themselves and others, either directly or through custodians
and depositaries. These links allow book-entry interests in the
Notes to be issued, held and transferred among the clearing systems without
the physical transfer of certificates. Special procedures to
facilitate clearance and settlement have been established among
these clearing systems to trade securities across borders in the
secondary market.
The policies of Clearstream and Euroclear will govern payments, transfers,
exchanges and other matters relating to the
investor’s interest in the Notes held by them.
We
have no responsibility for any aspect of the records kept by Clearstream or Euroclear
or any of their direct or indirect participants.
We
also do not supervise these systems in any way.
Clearstream and Euroclear and their participants perform these clearance
and settlement functions under agreements they
have made with one another or with their customers. Investors should be
aware that they are not obligated to perform or continue to
perform these procedures and may modify them or discontinue them
at any time.
Except as provided below,
owners of beneficial interests in the Notes will not be entitled to have the Notes registered
in their
names, will not receive or be entitled to receive physical delivery
of the Notes in definitive form and will not be considered the owners
or holders of the Notes under the Indenture, including for purposes of receiving
any reports delivered by us or the trustee pursuant to
the Indenture. Accordingly,
each person owning a beneficial interest in a Note must rely on the procedures
of the depositary and, if
such person is not a participant, on the procedures of the participant through
which such person owns its interest, in order to exercise
any rights of a holder of Notes.
We
have been advised by Clearstream and Euroclear,
respectively, as follows:
Clearstream
Clearstream advises that it is incorporated under the laws of Luxembourg
as a professional depositary.
Clearstream holds
securities for its participating organizations (“Clearstream
Participants”). Clearstream facilitates the clearance and settlement of
securities transactions between Clearstream Participants through
electronic book-entry changes in accounts of Clearstream
Participants, thereby eliminating the need for physical movement of
certificates. Clearstream provides to Clearstream Participants,
among other things, services for safekeeping, administration, clearance
and settlement of internationally traded securities and
securities lending and borrowing. Clearstream interfaces with domestic
markets in several countries. As a professional depositary,
Clearstream is subject to regulation by the Luxembourg
Commission for the Supervision of the Financial Sector (Commission de
Surveillance du Secteur Financier). Clearstream Participants are recognized
financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations and
may
include the underwriters. Indirect access to Clearstream is also available
to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Clearstream Participant,
either directly or indirectly.
Distributions with respect to interests in the Notes held beneficially through
Clearstream are credited to the cash accounts of
Clearstream Participants in accordance with its rules and procedures.
Euroclear
Euroclear advises that it was created in 1968 to hold securities for participants of
Euroclear (“Euroclear Participants”) and to
clear and settle transactions between Euroclear Participants through
simultaneous electronic book-entry delivery against payment,
thereby eliminating the need for physical movement of certificates and
any risk from lack of simultaneous transfers of securities and
cash. Euroclear includes various other services, including securities lending
and borrowing and interfaces with domestic markets in
several countries. Euroclear is operated by Euroclear Bank S.A./N.V.
(the “Euroclear Operator”). All operations are conducted by the
Euroclear Operator, and all Euroclear securities
clearance accounts and Euroclear cash accounts are accounts with the Euroclear
Operator. Euroclear
Participants include banks (including central banks), securities brokers and dealers
and other professional
financial intermediaries and may include the underwriters. Indirect
access to Euroclear is also available to other firms that clear
through or maintain a custodial relationship with a Euroclear Participant, either
directly or indirectly.
The Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures of the Euroclear
System, or the
Euroclear Terms
and Conditions, and applicable Belgian law govern securities clearance
accounts and cash accounts with the
Euroclear Operator.
Specifically, these terms and
conditions govern:
●
transfers of securities and cash within Euroclear;
●
withdrawal of securities and cash from Euroclear; and
●
receipt of payments with respect to securities in Euroclear.
All securities in Euroclear are held on a fungible basis without attribution of
specific certificates to specific securities
clearance accounts. The Euroclear Operator acts under the terms and
conditions only on behalf of Euroclear Participants, and has no
record of or relationship with persons holding securities through
Euroclear Participants.
Distributions with respect to interests in the Notes held beneficially through
Euroclear are credited to the cash accounts of
Euroclear Participants in accordance with the Euroclear Terms
and Conditions.
Clearance and Settlement Procedures
We
understand that investors that hold their Notes through Clearstream
or Euroclear accounts will follow the settlement
procedures that are applicable to conventional eurobonds in registered form.
Notes are credited to the securities custody accounts of
Clearstream and Euroclear participants on the business day following
the settlement date, for value on the settlement date. They are
credited either free of payment or against payment for value on the settlement
date.
We
understand that secondary market trading between Clearstream and/or
Euroclear participants will occur in the ordinary
way following the applicable rules and operating procedures of Clearstream
and Euroclear. Secondary market
trading is settled using
procedures applicable to conventional eurobonds in registered form.
Investors should be aware that investors will only be able to make and receive
deliveries, payments and other
communications involving the Notes through Clearstream and Euroclear
on days when those systems are open for business. Those
systems may not be open for business on days when banks, brokers and
other institutions are open for business in the United States.
In addition, because of time-zone differences, there may be problems
with completing transactions involving Clearstream and
Euroclear on the same business day as in the United States. U.S. investors
who wish to transfer their interests in the Notes, or to make
or receive a payment or delivery of the Notes, on a particular day,
may find that the transactions will not be performed until the next
business day in Luxembourg or Brussels, depending on
whether Clearstream or Euroclear is used.
Clearstream or Euroclear will credit payments to the cash accounts of
Clearstream customers or Euroclear participants, as
applicable, in accordance with the relevant system’s
rules and procedures, to the extent received by its depositary.
Clearstream or the
Euroclear Operator, as the case may be, will take
any other action permitted to be taken by a holder under the Indenture on behalf
of a
Clearstream customer or Euroclear participant only in accordance with
its relevant rules and procedures.
Clearstream and Euroclear have agreed to the foregoing procedures
in order to facilitate transfers of interests in the Notes
among participants of Clearstream and Euroclear.
However, they are under no obligation to perform
or continue to perform those
procedures, and they may discontinue those procedures at any time.
Certificated Notes
Subject to certain conditions, the Notes represented by the global notes
are exchangeable for certificated notes in definitive
form of like tenor in minimum denominations of €100,000 principal
amount and multiples of €1,000 in excess thereof if:
(1)
the common depositary (A) notifies us that it is unwilling or unable to continue
as depositary for the global notes or (B) has
ceased to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, and, in each case, a
successor depositary is not appointed;
(2)
we, at our option, notify the trustee in writing that we elect to cause the issuance of certificated
notes; or
(3)
there has occurred and is continuing an event of default with respect to the
notes.
In all cases, certificated notes delivered in exchange for any global note will be
registered in the names, and issued in any
approved denominations, requested by or on behalf of the common depositary
(in accordance with its customary procedures).
Payments (including principal, premium and interest) and transfers
with respect to Notes in certificated form may be
executed at the office or agency maintained for such purpose in
London (initially the office of the paying agent maintained for
such
purpose) or, at our option, by check mailed
to the holders thereof at the respective addresses set forth in the register of holders of the
applicable Notes, provided that all payments (including principal, premium
and interest) on Notes in certificated form, for which the
holders thereof have given wire transfer instructions, will be required to
be made by wire transfer of immediately available funds to
the accounts specified by the holders thereof. No service charge
will be made for any registration of transfer, but payment
of a sum
sufficient to cover any tax or governmental charge
payable in connection with that registration may be required.
EX-21.1
Exhibit 21.1
Subsidiaries of the Registrant
Company Name
Country
BLUE BUFFALO
COMPANY,
LTD.
United States
BLUE BUFFALO ENTERPRISES,
INC.
United States
C.P.D.
CEREAL PARTNERS
DEUTSCHLAND GmbH & Co. oHG
Germany
C.P.W.
HELLAS BREAKFAST
CEREALS SOCIETE ANONYME
Greece
C.P.W.
MEXICO S. de R.L. de C.V.
Mexico
CEREAL ASSOCIADOS PORTUGAL,
A.E.I.E.
Portugal
CEREAL PARTNERS
(MALAYSIA)
SDN. BHD.
Malaysia
CEREAL PARTNERS
AUSTRALIA PTY LIMITED
Australia
CEREAL PARTNERS
ESPANA,
A.E.I.E.
Spain
CEREAL PARTNERS
FRANCE, SNC
France
CEREAL PARTNERS
GIDA TICARET LIMITED SIRKETI
Turkey
CEREAL PARTNERS
MEXICO, S.A. DE C.V.
Mexico
CEREAL PARTNERS
POLAND TORUN-PACIFIC
Sp. z.o.o.
Poland
CEREAL PARTNERS
RUS LLC
Russian Federation
CEREAL PARTNERS
U.K.
United Kingdom
CEREALES C.P.W.
CHILE LIMITADA
(SRL)
Chile
CP MIDDLE EAST FZCO
United Arab Emirates
CPW AMA DWC—LLC
United Arab Emirates
CPW BRASIL LTDA.
Brazil
CPW HONG KONG LIMITED
Hong Kong
CPW NEW ZEALAND
New Zealand
CPW OPERATIONS
S.A.R.L.
Switzerland
CPW PHILIPPINES, INC.
Philippines
CPW S.A.
Switzerland
GENERAL MILLS INTERNATIONAL
BUSINESSES THREE INC.
United States
GENERAL MILLS MAARSSEN HOLDING, INC.
United States
GENERAL MILLS MARKETING, INC.
United States
GENERAL MILLS OPERATIONS,
LLC
United States
HAAGEN-DAZS JAPAN,
INC.
Japan
HAAGEN-DAZS KOREA CO., LTD.
Korea, Republic of
HAAGEN-DAZS NEDERLAND B.V.
Netherlands
THE PILLSBURY COMPANY,
LLC
United States
EX-23.1
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to
the incorporation by reference in the registration statement (No. 333-283277)
on Form S-3 and the registration
statements (Nos. 2-50327, 2-53523, 2-95574, 33-27628,
33-32059, 333-32509, 333-90012, 333-139997, 333-163849, 333-179622,
333-215259, 333-222589 and 333-267687)
on Form S-8 of our report dated June 25, 2025, with respect to the consolidated
financial
statements of General Mills, Inc. and subsidiaries and the effectiveness
of internal control over financial reporting.
/s/ KPMG LLP
Minneapolis, Minnesota
June 25, 2025
EX-31.1
Exhibit 31.1
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF
2002
I, Jeffrey L. Harmening, certify that:
I have reviewed this annual report on Form 10-K of General Mills, Inc.;
Based
on
my
knowledge,
this
report
does
not
contain
any
untrue
statement
of
a
material
fact
or
omit
to
state
a
material
fact
necessary
to make
the statements
made,
in light
of the
circumstances under
which
such statements
were made,
not misleading
with
respect to the period covered by this report;
3. Based
on
my
knowledge,
the
financial
statements,
and
other
financial
information
included
in
this
report,
fairly
present
in
all
material respects
the financial
condition, results
of operations
and cash
flows of
the registrant
as of,
and for,
the periods
presented in
this report;
- The registrant’s
other certifying officer
and I are responsible
for establishing and
maintaining disclosure controls
and procedures
(as defined in
Exchange Act Rules 13a-15(e)
and 15d-15(e)) and
internal control over
financial reporting (as
defined in Exchange
Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such
disclosure controls
and procedures,
or caused
such disclosure
controls and
procedures to
be designed
under our
supervision, to
ensure that
material information
relating to the
registrant, including
its consolidated
subsidiaries, is made
known to us
by others within those entities, particularly during the period in which
this report is being prepared;
(b) designed
such internal
control over
financial reporting,
or caused
such internal
control over
financial reporting
to be
designed
under our
supervision, to
provide reasonable
assurance regarding
the reliability
of financial
reporting and
the preparation
of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) evaluated
the
effectiveness
of
the
registrant’s
disclosure
controls
and
procedures
and
presented
in
this report
our
conclusions
about
the
effectiveness
of
the
disclosure
controls
and
procedures,
as
of
the
end
of
the
period
covered
by
this
report
based
on
such
evaluation; and
(d) disclosed
in
this
report
any
change
in
the
registrant’s
internal
control
over
financial
reporting
that
occurred
during
the
registrant’s
most recent fiscal quarter
(the registrant’s
fourth fiscal quarter in
the case of an annual
report) that has materially
affected,
or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The
registrant’s
other
certifying
officer
and
I
have
disclosed,
based
on
our
most
recent
evaluation
of
internal
control
over
financial reporting, to the registrant’s
auditors and the audit committee of
the registrant’s board of
directors (or persons performing the
equivalent functions):
(a) all significant
deficiencies and
material weaknesses in
the design
or operation of
internal control over
financial reporting
which
are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
(b) any fraud,
whether or not
material, that
involves management or
other employees who
have a significant
role in the
registrant’s
internal control over financial reporting.
Date:
June 25, 2025
/s/ Jeffrey L. Harmening
Jeffrey L. Harmening
Chief Executive Officer
EX-31.2
Exhibit 31.2
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF
2002
I, Kofi A. Bruce, certify that:
I have reviewed this annual report on Form 10-K of General Mills, Inc.;
Based
on
my
knowledge,
this
report
does
not
contain
any
untrue
statement
of
a
material
fact
or
omit
to
state
a
material
fact
necessary
to make
the statements
made,
in light
of the
circumstances under
which
such statements
were made,
not misleading
with
respect to the period covered by this report;
3. Based
on
my
knowledge,
the
financial
statements,
and
other
financial
information
included
in
this
report,
fairly
present
in
all
material respects
the financial
condition, results
of operations
and cash
flows of
the registrant
as of,
and for,
the periods
presented in
this report;
- The registrant’s
other certifying officer
and I are responsible
for establishing and
maintaining disclosure controls
and procedures
(as defined in
Exchange Act Rules 13a-15(e)
and 15d-15(e)) and
internal control over
financial reporting (as
defined in Exchange
Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such
disclosure controls
and procedures,
or caused
such disclosure
controls and
procedures to
be designed
under our
supervision, to
ensure that
material information
relating to the
registrant, including
its consolidated
subsidiaries, is made
known to us
by others within those entities, particularly during the period in which
this report is being prepared;
(b) designed
such internal
control over
financial reporting,
or caused
such internal
control over
financial reporting
to be
designed
under our
supervision, to
provide reasonable
assurance regarding
the reliability
of financial
reporting and
the preparation
of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) evaluated
the
effectiveness
of
the
registrant’s
disclosure
controls
and
procedures
and
presented
in
this report
our
conclusions
about
the
effectiveness
of
the
disclosure
controls
and
procedures,
as
of
the
end
of
the
period
covered
by
this
report
based
on
such
evaluation; and
(d) disclosed
in
this
report
any
change
in
the
registrant’s
internal
control
over
financial
reporting
that
occurred
during
the
registrant’s
most recent fiscal quarter
(the registrant’s
fourth fiscal quarter in
the case of an annual
report) that has materially
affected,
or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The
registrant’s
other
certifying
officer
and
I
have
disclosed,
based
on
our
most
recent
evaluation
of
internal
control
over
financial reporting, to the registrant’s
auditors and the audit committee of
the registrant’s board of
directors (or persons performing the
equivalent functions):
(a) all significant
deficiencies and
material weaknesses in
the design
or operation of
internal control over
financial reporting
which
are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
(b) any fraud,
whether or not
material, that
involves management or
other employees who
have a significant
role in the
registrant’s
internal control over financial reporting.
Date:
June 25, 2025
/s/ Kofi A. Bruce
Kofi A. Bruce
Chief Financial Officer
EX-32.1
Exhibit 32.1
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF
2002
I,
Jeffrey
L.
Harmening
,
Chief
Executive
Officer
of
General
Mills,
Inc.
(the
“Company”),
certify,
pursuant
to
Section 906
of
the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the
Annual Report
on Form 10-K
of the
Company for
the fiscal
year ended
May 25,
2025 (the
“Report”), fully
complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m or 78o(d)); and
(2) the information
contained in the
Report fairly
presents, in all
material respects,
the financial
condition and
results of operations
of the Company.
Date:
June 25, 2025
/s/ Jeffrey L. Harmening
Jeffrey L. Harmening
Chief Executive Officer
EX-32.2
Exhibit 32.2
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF
2002
I,
Kofi
A. Bruce,
Chief Financial
Officer
of General
Mills, Inc.
(the
“Company”),
certify,
pursuant
to Section
906 of
the
Sarbanes-
Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the
Annual Report
on Form 10-K
of the
Company for
the fiscal
year ended
May 25,
2025 (the
“Report”), fully
complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m or 78o(d)); and
(2) the information
contained in the
Report fairly
presents, in all
material respects,
the financial
condition and
results of operations
of the Company.
Date:
June 25, 2025
/s/ Kofi A. Bruce
Kofi A. Bruce
Chief Financial Officer