# GENERAL MILLS INC (GIS)

Informational only - not investment advice.

CIK: 0000040704
SIC: 2040 Grain Mill Products
SIC breadcrumb: [Manufacturing](/division/D/) > [Food And Kindred Products](/major-group/20/) > [SIC 2040 Grain Mill Products](/industry/2040/)
Latest 10-K filed: 2025-06-26
SEC page: https://www.sec.gov/edgar/browse/?CIK=40704
Filing source: https://www.sec.gov/Archives/edgar/data/40704/000119312525147079/d938443d10k.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 19486600000 | USD | 2025 | 2025-06-26 |
| Net income | 2295200000 | USD | 2025 | 2025-06-26 |
| Assets | 33071100000 | USD | 2025 | 2025-06-26 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-06-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000040704.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  | 15,619,800,000 | 15,740,400,000 | 16,865,200,000 | 17,626,600,000 | 18,127,000,000 | 18,992,800,000 | 20,094,200,000 | 19,857,200,000 | 19,486,600,000 |
| Net income | 1,697,400,000 | 1,657,500,000 | 2,131,000,000 | 1,752,700,000 | 2,181,200,000 | 2,339,800,000 | 2,707,300,000 | 2,593,900,000 | 2,496,600,000 | 2,295,200,000 |
| Operating income | 2,707,400,000 | 2,492,100,000 | 2,419,900,000 | 2,515,900,000 | 2,953,900,000 | 3,144,800,000 | 3,475,800,000 | 3,433,800,000 | 3,431,700,000 | 3,304,800,000 |
| Diluted EPS | 2.77 | 2.77 | 3.64 | 2.90 | 3.56 | 3.78 | 4.42 | 4.31 | 4.31 | 4.10 |
| Assets | 21,712,300,000 | 21,812,600,000 | 30,624,000,000 | 30,111,200,000 | 30,806,700,000 | 31,841,900,000 | 31,090,100,000 | 31,451,700,000 | 31,469,900,000 | 33,071,100,000 |
| Liabilities | 15,559,600,000 | 16,216,200,000 | 23,355,400,000 | 22,191,800,000 | 21,912,600,000 | 21,463,800,000 | 20,302,100,000 | 20,751,700,000 | 21,821,400,000 | 23,859,900,000 |
| Stockholders' equity | 4,930,200,000 | 4,327,900,000 | 6,141,100,000 | 7,054,500,000 | 8,058,500,000 | 9,470,400,000 | 10,542,400,000 | 10,449,600,000 | 9,396,700,000 | 9,199,200,000 |
| Cash and cash equivalents | 766,100,000 | 766,100,000 | 399,000,000 | 450,000,000 | 1,677,800,000 | 1,505,200,000 | 569,400,000 | 585,500,000 | 418,000,000 | 363,900,000 |
| Net margin |  | 10.61% | 13.54% | 10.39% | 12.37% | 12.91% | 14.25% | 12.91% | 12.57% | 11.78% |
| Operating margin |  | 15.95% | 15.37% | 14.92% | 16.76% | 17.35% | 18.30% | 17.09% | 17.28% | 16.96% |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

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
 
2024. 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

2025. 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
 
2024. 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
