GIS CIK 0000040704 · Every Form 4 filed by insiders at this issuer. See financials → Annual report (10-K) Latest 10-K filed Jun 26, 2025 . Sentiment + YoY language diff vs prior year. Read sections →
Risk Factors: not detected
MD&A: tone -0.0070 Δ-0.0018 92% similar+1098 / -1108 ¶
Sentiment via Loughran-McDonald lexicon · YoY diff via Jaccard similarity + paragraph set difference.
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bearish bullish YoY shift: Lean -
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Tone shift by section The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
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MD&A
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Language change vs prior 10-K MD&A (Item 7) - words with the biggest YoY frequency increase divestiture +14 unfavorable +11 impairments +2 concerns +2 threatened +2 best +4 benefit +2 enabled +2 successfully +1 enhancing +1 MD&A (Item 7) 19,899 words
Management’s
Discussion
and
Analysis
Financial
Condition
and
Results
Operations (MD&A) in Item 7 of this report for a description of our segments.
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
Material contracts, certifications & more
8 exhibits filed with this 10-K
Ticker GIS
CIK 0000040704
Form Type 10-K
Accession Number 0001193125-25-147079
Filed Jun 26, 2025
Period May 25, 2025 (Q2 25)
Industry Grain Mill Products
Permalink https://insiderdelta.com/issuers/GIS/10-k/0001193125-25-147079Japan. For net sales contributed
products, please see Note 17
to the Consolidated Financial
the Consolidated Financial Statements in Item 8 of this report unless the context
Certain terms used throughout this report are defined in a glossary in Item 8 of
arrangements for certain products and to serve certain types
of customers and certain markets. For further information
Inc. and its affiliates (Walmart)
accounted for 22 percent of our consolidated
net sales and 31 percent of net sales
information on significant customers, please refer to Note 8 to the Consolidated
Financial Statements in Item 8 of this report.
products. Competitors market
compete with both multi-national and local manufacturers, and each
country includes a unique group of competitors.
Raw materials, ingredients, and packaging
international operations,
variable cost in manufacturing
knowledge of, various commodity
markets, principally wheat and oats.
This operation holds physical inventories
realizable value and uses derivatives to manage its net inventory position and minimize
through registrations in the
United States and other jurisdictions.
Depending on the jurisdiction,
trademarks are generally valid
or their registrations are properly
become generic. Registrations of
trademarks can also generally be renewed indefinitely for
as long as the trademarks are in use.
fresh dairy in the United States), and shorter term promotional products (e.g., fruit
snacks sold under various third party equities).
United States and under limited circumstances in Canada and Mexico.
recipes and formulations,
and are patent protected. We
consider the collective rights under our various patents, which
to time, a valuable asset,
believe that our businesses are
materially dependent upon
any single patent or group
generally evenly balanced throughout the year.
QUALITY AND SAFETY REGULATION
similar agencies outside of the United States.
substances or wastes located in Minneapolis, Minnesota and Moonachie, New
similar state, local, and foreign environmental laws and regulations applicable
to the jurisdictions in which we operate.
environmental proceedings
Recruiting, developing, engaging, and protecting our
workforce is critical to executing our strategy and achieving
dedicated to the production of our products and approximately 20,
000 non-production employees.
work to equip our employees with
critical skills and expand their contributions
over time by providing a range
development opportunities , including
challenging work assignments and
communications, and employee engagement surveys.
recruit talent and provides all
environment where they have
an opportunity to thrive and
discussion, build empathy,
and increase understanding.
ensure consistent implementation
our workforce extends to the workers and communities in our supply chain.
for human rights is fundamental to
our strategy and to our commitment to ethical business conduct.
The section below provides information regarding our executive officers
, age 55, is Chief Financial
Bruce joined General Mills in 2009 as
President, Financial Operations in September 2019, and to his present position
Marketing Manager and held various marketing roles of increasing
responsibility until being named Vice
President, Marketing, Frozen
January 2020. He was named to his present position in December 2023.
America Supply Chain from Diageo plc. He began
his career at Diageo where he spent 25 years serving in a variety
2013 to March 2019. He was named to his present position in July 2021.
Harmening returned from CPW
President, Chief Operating Officer,
is a director of The Toro Company.
Group President, North America Retail in January 2024, and was named to
her present position in June 2025.
role in February 2020 after founding and operating a digital technology
consulting company from 2017 until January 2020.
Vice President; President, U.S.
and Group President, North America Retail in 2017.
LLC, Metris, Inc., CIT Group Inc., and Ernst & Young,
President, Chief Strategy Officer,
Cox Communications, a wholly owned subsidiary of Cox Enterprises,
, age 54, is Chief Innovation , Technical
joined General Mills in 1995
and held various R&D roles in Frozen Desserts, Pillsbury,
and Baking before serving as Director of One Global
for One Global Cereal. In July 2021, Ms. Shaffer Werner
was named as Vice President, Innovation ,
& Baking Solutions. She was named to her present position in June 2023.
President, North America Foodservice.
recently as Executive Vice
President and General Counsel
President and Deputy General
Ameriprise Financial, Inc.,
management roles with Jenny Craig International.
https://www.generalmills.com.
furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange
Act of 1934 (1934 Act) as soon
as reasonably practicable after
Act are also available on our website.
business, financial condition, and results of operations.
Business and Industry Risks
operations could be adversely
successful in introducing
We may be unable to maintain our profit
margins in the face of a consolidating retail environment.
customers, please see Note 8 to the Consolidated Financial Statements in Item 8 of this
countries and any retaliatory
countries), pandemics, war
(including sanctions imposed
governmental agricultural
policies and regulations.
transportation costs. If we
that we do use may not always work as we intend.
Concerns with the safety and quality of our products could cause consumers
avoid certain products or ingredients.
buying our products or cause production and delivery disruptions .
other factors. If we fail
to anticipate, identify or react to
these changes and trends, such as
our market share or add products that are
growing and more profitable categories.
profitable categories. Our future
existing categories, our growth and profitability could be adversely
Our results may be negatively impacted if consumers do not maintain
their favorable perception of our brands.
Maintaining and continually
iconic brands is critical
deliver consistently positive
consumer experiences, concerns
to consumers. Consumer demand for our products
may also be impacted by changes in the level
of advertising or promotional support.
results could be negatively impacted.
earnings growth depend in
production and manufacture of
the anticipated benefits, which could adversely affect our business and
Disruption of our supply chain could adversely affect our business.
external business partners, to meet
their obligations to us, or significant
disruptions in their ability to do
so, may negatively impact our
including disputes regarding
require additional resources to restore our supply chain.
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
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;
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
the willingness of consumers
outside the United States
United States corporations or to purchase products manufactured outside the country
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
denominated basis is subject
to fluctuations in currency
exchange rates. These fluctuations
variations in our results
of operations. Our principal
effective in significantly reducing our exposure.
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 .
legal, and tax requirements.
Our information technology
systems and infrastructure
natural disasters , fires,
failures , telecommunications
failures , security breaches ,
viruses, hackers, employee error
or malfeasance , and other
causes. Increased cyber-security threats
operational, reputational,
that may have a material adverse effect on our business.
Our failure to successfully integrate acquisitions into our
existing operations could adversely affect our financial results.
entering a geographic area or line of business in which we have
no or limited prior experience, failure to achieve anticipated
and the impairment of goodwill or other acquisition-related intangible assets.
Legal and Regulatory Risks
product liability claims if
consumers or their pets are injured .
to recall some of our products if they become adulterated ,
misbranded , or mislabeled . A widespread product recall could
product for a period of time.
also suffer losses from a
significant product liability judgment
against us. A significant product
our products, which could have an adverse effect on our business results and the
New regulations or regulatory-based claims could adversely
regulations administered by
the United States Department
Administration, the Occupational
Safety and Health Administration,
and other federal, state, local,
available, or discontinue
our results of operations to be adversely affected.
environmental laws and regulations could subject us
to lawsuits, administrative penalties , and civil remedies.
environmental remediation obligations.
complexities, uncertainties inherent
unidentified contaminants
Climate change and other sustainability matters could adversely affect
global temperatures, weather patterns, and the frequency
and severity of extreme weather and natural disasters .
has a negative effect on agricultural productivity,
we may experience decreased availability and higher pricing for certain commodities
other sustainability goals,
to take actions to achieve more aggressive goals, we may experience significant
increases in our costs of operations.
reduce our carbon footprint.
reputation and adversely affect demand for our products.
Financial and Economic Risks
volatility in our gross margins and net earnings.
corn), oils (principally soybean),
dairy products, natural gas, and diesel
fuel. Changes in the values
of these derivatives are recorded
underlying input in our manufacturing
process, at which time the gains
and losses are reclassified to segment
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.
affect our ability to pay dividends.
the ratings assigned to our debt securities by rating organizations
were revised downward ; and
stated maturity and our ability to obtain additional or alternative financing
may also be adversely affected.
markets could affect our access to, and the availability,
terms and conditions, and cost of capital.
other postretirement benefit , and postemployment
operations and cash flows from operations.
results of operations and net worth.
indefinite-lived intangible
long-range planning process. We
also make estimates of discount rates, perpetuity growth assumptions,
market comparables, and other
conditions were to change,
then our reporting units could
become significantly impaired . While
we currently believe that
is not impaired , different assumptions regarding
the future performance of our businesses could result in significant impairment
distribution channels), the level of required maintenance expenditures,
and the expected lives of other related groups of assets.
on goodwill and intangible
Note 6 to the Consolidated
ITEM 1B - Unresolved Staff Comments
Cybersecurity Risk Management and Strategy
Framework, and assess our maturity against that framework in partnership
with an independent firm on an annual basis.
necessary viewpoint to help
us identify trends, understand
how certain attacks may affect
evolutions in threat actor
team” exercises to understand where processes or controls may be insufficient
based on adversarial techniques.
regularly for cybersecurity risk
and prescribe remediation
activities when necessary.
a collaborative defense approach,
regularly participate in multiple cybersecurity forums to share threat
intelligence, best practices, and points of caution .
and we maintain cybersecurity insurance.
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 .
Officer, Chief Supply Chain Officer,
centers around the world.
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
support the segment noted:
• Murfreesboro, Tennessee
• Albuquerque, New Mexico
• Campo Novo do Pareceis, Brazil
North America Foodservice
parlors in various countries around the world, all outside of the United States and Canada.
ITEM 3 - Legal Proceedings
subject of various pending or threatened legal
actions in the ordinary course of our business. All such
predictable with assurance.
claims or litigation pending
of environmental matters in which we are involved.
ITEM 4 - Mine Safety Disclosures
ITEM 5 - Market for Registrant’s Common
Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
21,600 record holders of our common stock.
distribution of deferred option units.
repurchase programs. The Board did not specify an expiration date for the
ITEM 7 - Management’s Discussion and Analysis of
Financial Condition and Results of Operations
positions in markets around the globe.
to generate competitively
return to shareholders over time.
Our long-term growth objectives are to deliver the following performance
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
free cash flow conversion of at least 95 percent of adjusted net earnings
cash return to shareholders of 80 to 90 percent of free cash flow,
including an attractive dividend yield.
sustainable, profitable growth
portfolio with strategic acquisitions and divestitures to further enhance
compared to year-ago levels. Operating
profit of $3.3 billion decreased
4 percent. Adjusted operating profit
of $3.4 billion decreased 7
generally accepted accounting principles (GAAP)).
translate into stronger top- and bottom-line performance over the long
delivered mixed performance against the three priorities we established
at the beginning of the year:
did not achieve our objective
of accelerating organic net sales
growth, with full-year organic
net sales declining 2 percent
value (see the ‘Non-GAAP Measures” section below for our use of
this measure not defined by GAAP).
(HMM) cost savings by increasingly applying digital and technology capabilities throughout
acquisitions and divestitures
ability to generate profitable growth
over the long term (see the
“Non-GAAP Measures” section below
use of this measure not defined by GAAP).
Consolidated Results of Operations.” A detailed review
of our fiscal 2024 performance compared to our fiscal
plan to continue advancing
Our key priorities are to
return North America Retail
HMM cost savings of 5 percent of cost of
goods sold, savings from our global transformation
initiative, and benefits from a 53rd week
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
Organic net sales are expected to range between down 1 percent and
Adjusted operating profit
Free cash flow conversion is expected to be at least 95 percent of adjusted after-tax
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
restructuring and transformation
acquisition and divestiture
impairment charges recorded
a divestiture gain related
percent. Diluted earnings
Adjusted diluted earnings
constant-currency basis (see
the “Non-GAAP Measures” section below for a description of our use of measures
A summary of our consolidated financial results for fiscal 2025 follows:
Net earnings attributable to General Mills
Diluted earnings per share
Organic net sales growth rate (a)
Adjusted operating profit (a)
Adjusted diluted earnings per share (a)
See the “Non-GAAP Measures” section below for our use of measures not defined by
Contributions from volume growth (a)
Net price realization and mix
Foreign currency exchange
(a) Measured in tons based on the stated weight of our product shipments.
unfavorable net price realization and mix.
Components of organic net sales growth are shown in the following
Fiscal 2025 vs. Fiscal 2024
Contributions from organic volume growth (a)
Organic net price realization and mix
Foreign currency exchange
Acquisitions and divestiture
(a) Measured in tons based on the stated weight of our product shipments.
million decrease attributable
the mark-to-market valuation
fiscal 2024 (please refer
the Consolidated Financial
of restructuring initiative
4 to the Consolidated Financial Statements in Item 8 of this report for additional
decreased 30 basis points compared to fiscal 2024.
increased $187 million to
$3,446 million in fiscal 2025
in fiscal 2024, transaction
and integration costs recorded
in fiscal 2025 related to
the definitive agreements to
products. SG&A expenses as a percent of net sales in fiscal 2025
increased 130 basis points compared to fiscal 2024.
totaled $96 million in fiscal 2025
related to the sale of our Canada yogurt business (please refer
Consolidated Financial Statements in Item 8 of this report).
fiscal 2024. In fiscal 2025, we approved a multi-year global transformation
initiative to drive increased productivity by enhancing end-
Statements in Item 8 of this report for additional information.
this report for additional information).
for fiscal 2025 was 20.2 percent compared
to 19.6 percent in fiscal 2024. The 0.6
percentage point increase was
GAAP). The components of our joint ventures’ net sales growth are shown in
Fiscal 2025 vs. Fiscal 2024
Contributions from volume growth (a)
Net price realization and mix
Net sales growth in constant currency
Foreign currency exchange
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.
decreased by 22 million in fiscal 2025 from fiscal 2024 primarily due to share repurchase
The following tables provide
the dollar amount and percentage
of net sales and operating
profit from each segment for
North America Foodservice
North America Foodservice
are included within corporate and other net sales, which is reported separately
divestitures , and restructuring , transformation, impairment , and other
exit costs that are centrally managed.
operating segment reflects business
grocery stores, mass merchandisers, membership
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:
Contributions from volume growth (a)
Net price realization and mix
Foreign currency exchange
not foot due to rounding.
Measured in tons based on the stated weight of our product shipments.
The components of North America Retail organic net
sales growth are shown in the following table:
Contributions from organic volume growth (a)
Organic net price realization and mix
Foreign currency exchange
not foot due to rounding.
Measured in tons based on the stated weight of our product shipments.
Statements in Part II, Item 8 of this report.
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:
U.S. Meals & Baking Solutions
Measures” section below for our use of this measure not defined by GAAP.
decrease in contributions
operating profit decreased
to fiscal 2024 (see the “Non-GAAP Measures” section below for our use
of this measure not defined by GAAP).
product categories include super-premium
ice cream and frozen desserts, meal kits, salty snacks
snack bars, dessert and baking mixes,
Caribbean and Latin American markets, as well as products we
manufacture for sale to our international joint ventures. Revenu
export activities are reported in the region or country where the end customer
International net sales were as follows:
Contributions from volume growth (a)
Net price realization and mix
Foreign currency exchange
not foot due to rounding.
Measured in tons based on the stated weight of our product shipments.
growth and favorable net price realization and mix, partially offset
by unfavorable foreign currency exchange.
The components of International organic net sales growth
are shown in the following table:
Contributions from organic volume growth (a)
Organic net price realization and mix
Foreign currency exchange
not foot due to rounding.
Measured in tons based on the stated weight of our product shipments.
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
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
North America Pet net sales were as follows:
Contributions from volume growth (a)
Net price realization and mix
Foreign currency exchange
not foot due to rounding.
Measured in tons based on the stated weight of our product shipments.
The components of North America Pet organic net sales growth
are shown in the following table:
Contributions from organic volume growth (a)
Organic net price realization and mix
Foreign currency exchange
not foot due to rounding.
Measured in tons based on the stated weight of our product shipments.
Acquisition of Whitebridge
Part II, Item 8 of this report.
North America Pet organic net sales in fiscal 2025 essentially matched
primarily driven by an increase in contributions
from volume growth and lower input costs, partially offset
including increased media and advertising expenses,
and unfavorable net price realization and mix. Segment
operating profit increased
use of this measure not defined by GAAP).
NORTH AMERICA FOODSERVICE SEGMENT
vending, and supermarket bakeries.
North America Foodservice net sales were as follows:
Contributions from volume growth (a)
Net price realization and mix
Foreign currency exchange
not foot due to rounding.
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
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:
Contributions from organic volume growth (a)
Organic net price realization and mix
Foreign currency exchange
not foot due to rounding.
Measured in tons based on the standard weight of our product shipments.
contributions from organic volume growth and favorable
organic net price realization and mix.
net price realization and
profit increased 13 percent
2025 compared to fiscal 2024 (see the “Non-GAAP Measures” section below
for our use of this measure not defined by GAAP).
initiative project-related
certain businesses managed by our Strategic Growth Office,
and other items that are not part of our measurement of segment operating
certain grain inventories
to-market valuation of certain commodity positions until
passed back to our operating segments. These items affecting
amortization expenses are neither maintained nor available by operating
American yogurt businesses and the Whitebridge Pet Brands acquisition
in fiscal 2025, compared to $14 million of transaction costs in
recorded a $16 million net decrease in expense related to the mark-to-market
valuation of certain commodity positions
of net losses related to valuation adjustments in fiscal 2025,
compared to $18 million of net losses related to valuation
decreased in fiscal 2025 compared to fiscal 2024.
experienced broad-based global input cost inflation
of 4 percent in fiscal 2025 and fiscal 2024. We
expect approximately 3 percent
management practices are discussed in Item 7A of this report.
The primary source of our
liquidity is cash flow from
operations. Over the most recent
two-year period, our operations have
prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in
Cash Flows from Operations
Net earnings, including earnings attributable to noncontrolling interests
Depreciation and amortization
After-tax earnings from joint ventures
Distributions of earnings from joint ventures
Pension and other postretirement benefit plan contributions
Pension and other postretirement benefit plan costs
Restructuring , transformation, impairment , and other exit costs
Changes in current assets and liabilities, excluding the effects of
acquisitions and divestitures
Net cash provided by operating activities
$384 million decrease was
$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.
receivables, partially offset
an increase in accounts payable.
Cash Flows from Investing Activities
Purchases of land, buildings, and equipment
Acquisitions, net of cash acquired
Investments in affiliates, net
Proceeds from disposal of land, buildings, and equipment
Proceeds from divestitures , net of cash divested
Net cash used by investing activities
$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.
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.
initiatives that are expected to fuel growth, support innovative products,
and continue HMM initiatives throughout the supply chain.
Cash Flows from Financing Activities
Issuance of long-term debt
Payment of long-term debt
Repurchase of Class A limited membership interests in General Mills Cereals, LLC
Proceeds from common stock issued on exercised options
Purchases of common stock for treasury
Distributions to noncontrolling interest holders
Net cash used by financing activities
issuances and payments, please refer to Note 9 to the Consolidated Financial Statements
in Item 8 of this report.
received $43 million of net
proceeds from common stock
issued on exercised options
During fiscal 2025, we purchased
the outstanding Class A limited
membership interests in General
Mills Cereals, LLC (GMC Class A
Statements in Item 8 of this report.
repurchased 19 million shares
$1,203 million. During fiscal 2024,
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
Selected Cash Flows from Joint Ventures
Selected cash flows from our joint ventures are set forth in the following table:
Inflow (Outflow), in Millions
Investments in affiliates, net
The following table details the credit facilities and lines of credit we had available
Committed credit facility expiring October 2029
Uncommitted credit facilities and lines of credit
of funds, we maintain bank credit lines and have commercial paper programs
available to us in the United States
compliance with all of these covenants.
$1,528 million of long-term debt maturing
in the next 12 months that
is classified as current, including
percent fixed-rate notes due November 15, 2025,
€600 million of 0.45 percent fixed-rate notes due January
15, 2026, and €250 million
debt financing, will be adequate to meet our material contractual
obligations and overall liquidity and capital needs
floating-rate instruments,
floating-rate instruments
CRITICAL ACCOUNTING ESTIMATES
For a complete description of our
significant accounting policies, please see Note
2 to the Consolidated Financial
of this report. Our critical accounting
estimates are those that have
a meaningful impact on the reporting of our
revenue recognition, valuation
income taxes, and defined benefit pension, other postretirement benefit ,
and postemployment benefit plans.
inaccurate we would have to make adjustments in subsequent periods that
could have a significant effect on our results of operations.
Fair value is measured using discounted cash flows or independent appraisals,
comparables, and other factors.
useful lives of our other intangible assets, mainly brands, to
determine if they are finite or indefinite-lived.
competition, other economic
stability of the industry,
known technological advances ,
changing regulatory environment,
distribution channels), the level
assumed royalty rates that could be payable if we did not own the brands, and a discount
intangible exceeds its carrying
and that those intangibles
will contribute indefinitely
material impairment losses
and amortization expense.
assets had risk of decreasing coverage. We
will continue to monitor these businesses for potential impairment
apply a more-likely-than-not
recognition and derecognition
more information on income taxes, please see Note 15 to the Consolidated Financial
Statements in Item 8 of this report.
Defined Benefit Pension, Other Postretirement Benefit , and Postemployment
defined benefit pension plans covering
many employees in the United States,
Canada, Switzerland, and the United
sponsor plans that provide
in the United States, Canada,
and Brazil. Under certain
defined benefit pension, other postretirement benefit , and postemployment
interest rates used to discount the obligations for our benefit plans, and health
Expected Rate of Return on Plan Assets
estimate of future long-term returns
by asset class (using input from our
actuaries, investment services, and investment
one particular year does not, by itself, significantly influence our evaluation.
6.7 percent, and 6.2 percent for the 5, 10, 15, and 20-year periods ended
expense by $57 million for
fiscal 2026. A market-related
valuation basis is used to reduce
year-to-year expense volatility .
determination of annual expense or income.
discount rate assumptions
expected future cash outflows to plan
participants and, using the Aa Above Median
corporate bond yield, to develop a forward
cash outflows to determine our discount rate assumptions.
Our weighted-average discount rates were as follows:
Effective rate for fiscal 2026 service costs
Effective rate for fiscal 2026 interest costs
Obligations as of May 31, 2025
Effective rate for fiscal 2025 service costs
Effective rate for fiscal 2025 interest costs
Obligations as of May 31, 2024
Effective rate for fiscal 2024 service costs
Effective rate for fiscal 2024 interest costs
postemployment benefit plan expense
for fiscal 2026 by approximately
$27 million. All obligation-related
experience gains and losses
remaining lifetime of the remaining plan participants if the plan is viewed as “all or
almost all” inactive participants.
actuaries. This information
assumptions used by other
trend rates for health care costs have an important effect on the
amounts reported for the other postretirement benefit plans.
recognized, experience gains and
losses are amortized using a straight-line
method over the average remaining
Financial Statement Impact
defined benefit pension plans
and cumulative unrecognized
postretirement and postemployment
net unrecognized actuarial
to the populations participating in these plans.
ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting
issued Accounting Standards Update (ASU)
of the ASU are effective for annual periods
beginning after December 15, 2026, and interim periods
within fiscal years beginning after
be applied on a prospective
basis. Retrospective application is permitted.
analyzing the impact of the
beginning after December 15, 2024,
which for us is fiscal 2026.
Early adoption is permitted
and the amendments should be
provide useful information to investors and include these measures in other
communications to investors.
non-GAAP measure provides
measure. These non-GAAP measures should be viewed in addition
to, and not in lieu of, the comparable GAAP measure.
Significant Items Impacting Comparability
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
Statements in Item 8 of this report.
Restructuring and transformation charges
fiscal 2025. Restructuring
commercial strategy restructuring
in fiscal 2024. Please refer to Note 4 to the Consolidated Financial Statements
in Item 8 of this report.
refer to Note 3 to the Consolidated Financial Statements in Item 8 of this report.
CPW impairment charges related to certain long-lived
assets recorded in fiscal 2025.
Consolidated Financial Statements in Item 8 of this report.
Acquisition integration costs
Financial Statements in Item 8 of this report.
Capital appreciation paid on GMC Class A Interests
Note 10 to the Consolidated Financial Statements in Item 8 of this report.
investments in fiscal 2024.
2024. Please refer to Note 4 to the Consolidated Financial Statements in
Goodwill and other intangible assets impairments
intangible assets in fiscal 2024. Please refer to Note 6 to the Consolidated Financial
Statements in Item 8 of this report.
Legal recovery recorded in fiscal 2024.
Recoveries recorded in fiscal 2024 related to the fiscal 2023 voluntary recall
Organic Net Sales Growth Rates
Results of Segment Operations discussions in the MD&A above.
Adjusted Operating Profit and Related Constant-currency Growth
This measure is used in reporting
to our Board of Directors and
executive management and as a
component of the measurement of
incentive compensation purposes.
year-to-year comparability given the volatility in foreign
Our adjusted operating profit growth on a constant-currency basis is calculated
Operating profit as reported
Restructuring and transformation charges
Acquisition integration costs
Goodwill and other intangible assets impairments
Adjusted operating profit
Foreign currency exchange impact
Adjusted operating profit growth, on a constant-currency basis
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
Adjusted Diluted EPS and Related Constant-currency Growth Rate
a comparable year-to-year
The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted
EPS and the related constant-currency growth rate follows:
Diluted earnings per share, as reported
Restructuring and transformation charges
Acquisition integration costs
Capital appreciation paid on GMC Class A Interests
Goodwill and other intangible assets impairments
Adjusted diluted earnings per share
Foreign currency exchange impact
Adjusted diluted earnings per share growth, on a constant-currency basis
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
each item affecting comparability.
Free Cash Flow Conversion Rate
operating activities conversion rate, its equivalent GAAP measure, follows:
Net earnings, including earnings attributable to noncontrolling interests, as reported
Divestiture gain , net of tax
Restructuring and transformation charges, net of tax
Transaction costs, net of tax
CPW asset impairments , net of tax
Mark-to-market effects, net of tax
Acquisition integration costs, net of tax
Investment activity, net,
Project-related costs, net of tax
Adjusted net earnings, including earnings attributable to noncontrolling
Net cash provided by operating activities
Purchases of land, buildings, and equipment
Net cash provided by operating activities conversion rate
Free cash flow conversion rate
Note: Table may not foot due rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
adjusted effective income
each item affecting comparability.
Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit
this measure provides useful information
to investors because it is important
for assessing our operating profit margin
comparable year-to-year basis.
Our adjusted operating profit margins are calculated as follows:
Operating profit as reported
Restructuring and transformation charges
Acquisition integration costs
Goodwill and other intangible assets impairments
Adjusted operating profit
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
Adjusted Effective Income Tax
comparable year-to-year basis.
Adjusted effective income tax rates are calculated as follows:
Restructuring and transformation charges
Acquisition integration costs
Goodwill and other intangible assets impairments
Sum of adjustments to income taxes
of common shares - diluted EPS
Impact of income tax adjustments on adjusted diluted EPS
Note: Table may not foot due to rounding.
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.
Constant-currency After-Tax
Earnings from Joint Ventures
volatility in foreign currency exchange markets.
After-tax earnings from joint ventures growth rate on
a constant-currency basis are calculated as follows:
Percentage change in after-tax earnings from joint ventures as reported
Impact of foreign currency exchange
Percentage change in after-tax earnings from joint ventures on
a constant-currency basis
Note: Table may not foot due to rounding.
Net Sales Growth Rate for Canada Operating Unit on a Constant-currency
Net sales growth rate for our Canada operating unit on a constant-currency
basis is calculated as follows:
Percentage change in net sales as reported
Impact of foreign currency exchange
Percentage change in net sales on a constant-currency basis
Note: Table may not foot due to rounding.
Constant-currency Segment Operating Profit Growth Rates
volatility in foreign currency exchange markets.
Our segments’ operating profit growth rates on a constant-currency
basis are calculated as follows:
North America Foodservice
Note: Table may not foot due to rounding.
Forward-Looking Financial Measures
growth, constant-currency
fiscal 2026 GAAP financial results.
currently expect: the net impact
from foreign currency exchange
of forward and forecasted
positions), acquisitions and
acquisition integration costs related to actions previously announced
to total approximately $90 million to $95 million.
Filed Insider Top transaction Shares Price Value MJ AGrant 3,571 $0.00 $0 Details LE Lempres Elizabeth Cahill
Director
AGrant 3,571 $0.00 $0 Details JJ AGrant 3,571 $0.00 $0 Details HM AGrant 3,571 $0.00 $0 Details DB AGrant 3,571 $0.00 $0 Details
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