gis-20260531
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE FISCAL YEAR ENDED MAY 31, 2026
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
Commission file number: 001-01185
________________
GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(Address of principal executive offices) (Zip Code)
(763) 764-7600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchangeon which registered
Common Stock, $.10 par value GIS New York Stock Exchange
1.500% Notes due 2027 GIS 27 New York Stock Exchange
3.907% Notes due 2029 GIS 29 New York Stock Exchange
3.650% Notes due 2030 GIS 30A New York Stock Exchange
3.600% Notes due 2032 GIS 32 New York Stock Exchange
3.850% Notes due 2034 GIS 34 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☑
Aggregate market value of Common Stock held by non-affiliates of the registrant, based on the closing price of $48.33 per share as
reported on the New York Stock Exchange on November 21, 2025 (the last business day of the registrant’s most recently completed
second fiscal quarter): $25,787 million.
Number of shares of Common Stock outstanding as of June 15, 2026: 533,708,396 (excluding 220,904,932 shares held in the
treasury).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for its 2026 Annual Meeting of Shareholders are incorporated by reference into Part III.
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Table of Contents
Page
Part I
Item 1 Business 4
Item 1A Risk Factors 8
Item 1B Unresolved Staff Comments 13
Item 1C Cybersecurity 13
Item 2 Properties 14
Item 3 Legal Proceedings 14
Item 4 Mine Safety Disclosures 15
Part II
Item 7A Quantitative and Qualitative Disclosures About Market Risk 37
Item 8 Financial Statements and Supplementary Data 40
Item 9A Controls and Procedures 91
Item 9B Other Information 92
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 92
Part III
Item 10 Directors, Executive Officers and Corporate Governance 92
Item 11 Executive Compensation 92
Item 14 Principal Accountant Fees and Services 93
Part IV
Item 15 Exhibits and Financial Statement Schedules 93
Signatures 97
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PART I
ITEM 1 - Business
COMPANY OVERVIEW
For 160 years, General Mills has been making food the world loves. We are a leading global manufacturer and marketer of branded
consumer foods with more than 100 brands in 100 countries across six continents. In addition to our consolidated operations, we have
50 percent interests in two strategic joint ventures that manufacture and market food products sold in approximately 120 countries
worldwide.
We manage and review the financial results of our business under four operating segments: North America Retail; International; North
America Pet; and North America Foodservice. See Management’s Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) in Item 7 of this report for a description of our segments.
We offer a variety of human and pet food products that provide great taste, nutrition, convenience, and value for consumers around the
world. Our business is focused on the following large, global categories:
•snacks, including grain, fruit and savory snacks, nutrition bars, and frozen hot snacks;
•ready-to-eat cereal;
•convenient meals, including meal kits, ethnic meals, pizza, soup, side dish mixes, frozen breakfast, and frozen entrees;
•wholesome natural pet food;
•refrigerated and frozen dough;
•baking mixes and ingredients; and
•super-premium ice cream.
Our Cereal Partners Worldwide (CPW) joint venture with Nestlé S.A. (Nestlé) competes in the ready-to-eat cereal category in markets
outside North America, and our Häagen-Dazs Japan, Inc. (HDJ) joint venture competes in the super-premium ice cream category in
Japan. For net sales contributed by each class of similar products, please see Note 17 to the Consolidated Financial Statements in Item
8 of this report.
The terms “General Mills,” “Company,” “registrant,” “we,” “us,” and “our” mean General Mills, Inc. and all subsidiaries included in
the Consolidated Financial Statements in Item 8 of this report unless the context indicates otherwise.
Certain terms used throughout this report are defined in a glossary in Item 8 of this report.
Customers
Our primary customers are grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount
chains, e-commerce retailers, commercial and noncommercial foodservice distributors and operators, restaurants, convenience stores,
and pet specialty stores. We generally sell to these customers through our direct sales force. We use broker and distribution
arrangements for certain products and to serve certain types of customers and certain markets. For further information on our customer
credit and product return practices, please refer to Note 2 to the Consolidated Financial Statements in Item 8 of this report. During
fiscal 2026, Walmart Inc. and its affiliates (Walmart) accounted for 22 percent of our consolidated net sales and 31 percent of net sales
of our North America Retail segment. No other customer accounted for 10 percent or more of our consolidated net sales. For further
information on significant customers, please refer to Note 8 to the Consolidated Financial Statements in Item 8 of this report.
Competition
The human and pet food categories are highly competitive, with numerous manufacturers of varying sizes in the United States and
throughout the world. The categories in which we participate also are very competitive. Our principal competitors in these categories
are manufacturers, as well as retailers with their own branded products. Competitors market and sell their products through brick-and-
mortar stores and e-commerce. All our principal competitors have substantial financial, marketing, and other resources. Competition in
our product categories is based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of
marketing, promotional activity, convenient ordering and delivery to the consumer, and the ability to identify and satisfy consumer
preferences. Our principal strategies for competing in each of our segments include unique consumer insights, effective customer
relationships, superior product quality, innovative advertising, product promotion, product innovation aligned with consumers’ needs,
an efficient supply chain, and price. In most product categories, we compete not only with other widely advertised, branded products,
but also with regional brands and with generic and private label products that are generally sold at lower prices. Internationally, we
compete with both multi-national and local manufacturers, and each country includes a unique group of competitors.
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Raw materials, ingredients, and packaging
The principal raw materials that we use are grains (wheat, oats, and corn), meat, vegetable oils, sugar, vegetables, fruits, nuts, and
other agricultural products. We also use substantial quantities of carton board, corrugated, plastic, and metal packaging materials,
operating supplies, and energy. Most of these inputs for our domestic and Canadian operations are purchased from suppliers in the
United States. In our other international operations, inputs that are not locally available in adequate supply may be imported from
other countries. The cost of these inputs may fluctuate widely due to external conditions such as weather, climate change, product
scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, trade tariffs, pandemics, war, and changes
in governmental agricultural and energy policies and regulations. We believe that we will be able to obtain an adequate supply of
needed inputs. Occasionally and where possible, we make advance purchases of items significant to our business to ensure continuity
of operations. Our objective is to procure materials meeting both our quality standards and our production needs at price levels that
allow a targeted profit margin. Since these inputs generally represent the largest variable cost in manufacturing our products, to the
extent possible, we often manage the risk associated with adverse price movements for some inputs using a variety of risk
management strategies. We also have a grain merchandising operation that provides us efficient access to, and more informed
knowledge of, various commodity markets, principally wheat and oats. This operation holds physical inventories that are carried at net
realizable value and uses derivatives to manage its net inventory position and minimize its market exposures.
TRADEMARKS AND PATENTS
Our products are marketed under a variety of valuable trademarks. Some of the more important trademarks used in our global
operations (set forth in italics in this report) include Annie’s, Betty Crocker, Bisquick, Blue Buffalo, Bugles, Cascadian Farm,
Cheerios, Chex, Cinnamon Toast Crunch, Cocoa Puffs, Cookie Crisp, Dunkaroos, Edgard & Cooper, Fiber One, Fruit by the Foot,
Fruit Gushers, Fruit Roll-Ups, Gardetto’s, Gold Medal, Golden Grahams, Häagen-Dazs, Kitano, Kix, Lärabar, Latina, Lucky
Charms, Nature Valley, Nudges, Oatmeal Crisp, Old El Paso, Pillsbury, Progresso, Tastefuls, Tiki Pets, Total, Totino’s, Trix, True
Solutions, Wanchai Ferry, Wheaties, Wilderness, and Yoki. We protect these trademarks as appropriate through registrations in the
United States and other jurisdictions. Depending on the jurisdiction, trademarks are generally valid as long as they are in use or their
registrations are properly maintained and they have not been found to have become generic. Registrations of trademarks can also
generally be renewed indefinitely for as long as the trademarks are in use.
Some of our products are marketed under or in combination with trademarks that have been licensed from others for both long-
standing products (e.g., Reese’s Puffs for cereal and Green Giant for vegetables in certain countries), and shorter term promotional
products (e.g., cereal, fruit snacks, and baking mixes sold in combination with various third-party equities).
Our cereal trademarks are licensed to CPW and may be used in association with the Nestlé trademark. Nestlé licenses certain of its
trademarks to CPW, including the Nestlé and Uncle Toby’s trademarks. The Häagen-Dazs trademark is licensed royalty-free and
exclusively to Nestlé and authorized sublicensees for ice cream and other frozen dessert products in the United States and Canada.
The Häagen-Dazs trademark is also licensed to HDJ in Japan. The Pillsbury brand and the Pillsbury Doughboy character are subject
to an exclusive, royalty-free license that was granted to a third party and its successors in the shelf-stable baking categories in the
United States and under limited circumstances in Canada and Mexico.
We continue our focus on developing and marketing innovative, proprietary products, many of which use proprietary expertise,
recipes and formulations, and are patent protected. We consider the collective rights under our various patents, which expire from time
to time, to be a valuable asset, but we do not believe that our businesses are materially dependent upon any single patent or group of
related patents.
SEASONALITY
In general, demand for our products is evenly balanced throughout the year. However, within our North America Retail segment
demand for refrigerated dough, frozen baked goods, and baking products is stronger in the fourth calendar quarter. Demand for
Progresso soup is higher during the fall and winter months. Within our International segment, demand for Häagen-Dazs ice cream is
higher during the summer months and demand for baking mix increases during winter months. Due to the offsetting impact of these
demand trends, as well as the different seasons in the northern and southern hemispheres, our International segment’s net sales are
generally evenly balanced throughout the year.
QUALITY AND SAFETY REGULATION
The manufacture and sale of human and pet food products is highly regulated. In the United States, our activities are subject to
regulation by various federal government agencies, including the Food and Drug Administration, Department of Agriculture, Federal
Trade Commission, Department of Commerce, Occupational Safety and Health Administration, and Environmental Protection
Agency, as well as various federal, state, and local agencies relating to the production, packaging, labelling, marketing, storage,
distribution, quality, and safety of food and pet products and the health and safety of our employees. Our business is also regulated by
similar agencies outside of the United States.
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ENVIRONMENTAL MATTERS
As of May 31, 2026, we were involved with two response actions associated with the alleged or threatened release of hazardous
substances or wastes located in Minneapolis, Minnesota and Moonachie, New Jersey.
Our operations are subject to the Clean Air Act, Clean Water Act, Resource Conservation and Recovery Act, Comprehensive
Environmental Response, Compensation, and Liability Act, and the Federal Insecticide, Fungicide, and Rodenticide Act, and all
similar state, local, and foreign environmental laws and regulations applicable to the jurisdictions in which we operate.
Based on current facts and circumstances, we believe that neither the results of our environmental proceedings nor our compliance in
general with environmental laws or regulations will have a material adverse effect upon our capital expenditures, earnings, or
competitive position.
HUMAN CAPITAL MANAGEMENT
Recruiting, developing, engaging, and protecting our workforce is critical to executing our strategy and achieving business success. As
of May 31, 2026, we had approximately 30,000 employees around the globe, with approximately 15,000 in the U.S. and
approximately 15,000 located in our markets outside of the U.S. Our workforce is divided between approximately 12,000 employees
dedicated to the production of our products and approximately 18,000 non-production employees.
The efficient production of high-quality products and successful execution of our strategy requires a talented, skilled, and engaged
team of employees. We work to equip our employees with critical skills and expand their contributions over time by providing a range
of training and career development opportunities, including hands-on experiences via challenging work assignments and job rotations,
coaching and mentoring opportunities, and training programs. To foster employee engagement and commitment, we follow a robust
process to listen to employees, take action, and measure our progress with on-going employee conversations, transparent
communications, and employee engagement surveys.
We believe that fostering a culture of belonging is the right thing to do for our employees and business. It strengthens our ability to
recruit talent and provides all of our employees with an environment where they have an opportunity to thrive and succeed. Champion
Belonging – a Company value – helps bring to life our culture of belonging through respecting and including all voices, ideas, and
perspectives. We embed our culture of belonging into our day-to-day ways of working through a number of programs to foster
discussion, build empathy, and increase understanding.
We are committed to maintaining a safe and secure workplace for our employees. We set specific safety standards to identify and
manage critical risks. We use global safety management systems and employee training to ensure consistent implementation of safety
protocols and accurate measurement and tracking of incidents. To provide a safe and secure working environment for our employees,
we prohibit workplace discrimination, and we do not tolerate abusive conduct or harassment. Our attention to the health and safety of
our workforce extends to the workers and communities in our supply chain. We believe that respect for human rights is fundamental to
our strategy and to our commitment to ethical business conduct.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The section below provides information regarding our executive officers as of July 1, 2026.
Kofi A. Bruce, age 56, is Chief Financial Officer. Mr. Bruce joined General Mills in 2009 as Vice President, Treasurer after serving in
a variety of senior management positions with Ecolab and Ford Motor Company. He served as Treasurer until 2010 when he was
named Vice President, Finance for Yoplait. Mr. Bruce reassumed his role as Vice President, Treasurer from 2012 until 2014 when he
was named Vice President, Finance for Convenience Stores & Foodservice. He was named Vice President, Controller in 2017, Vice
President, Financial Operations in 2019, and to his present position in 2020.
Ricardo Fernandez, age 53, is Segment President, International. Mr. Fernandez joined General Mills in 2000 as an Associate
Marketing Manager and held various marketing roles of increasing responsibility until being named Vice President, Marketing, Frozen
Frontier in 2012, Vice President, CPW Marketing in 2014, President, Latin America in 2016, and President, Morning Foods in 2020.
He was named to his present position in December 2023.
Jeffrey L. Harmening, age 59, is Chairman of the Board and Chief Executive Officer. Mr. Harmening joined General Mills in 1994
and served in various marketing roles in the Betty Crocker, Yoplait, and Big G cereal divisions. He was named Vice President,
Marketing for CPW in 2003 and Vice President of the Big G cereal division in 2007. In 2011, he was promoted to Senior Vice
President for the Big G cereal division. Mr. Harmening was appointed Senior Vice President, Chief Executive Officer of CPW in
2012. Mr. Harmening returned from CPW in 2014 and was named Executive Vice President, Chief Operating Officer, U.S. Retail. He
became President, Chief Operating Officer in 2016. He was named Chief Executive Officer in 2017 and Chairman of the Board in
2018. Mr. Harmening is a director of The Toro Company.
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Elizabeth A. Mascolo, age 51, is Segment President, North America Pet. Ms. Mascolo joined General Mills in 2002 and held various
marketing roles in Cereals, Meals, and Snacks before serving as Global Marketing Director for CPW from 2014 through 2017. Ms.
Mascolo was named Business Unit Director for Cheerios & Strategic Revenue Management in 2017; Vice President, Business Unit
Director, Pillsbury, in 2020; and President, North America Blue Buffalo in February 2023. She was named to her present position in
March 2025.
Dana M. McNabb,age 50,is Chief Operating Officer and a director of General Mills. Ms. McNabb joined General Mills in 1999 and
held a variety of marketing roles in Cereal, Snacks, Meals, and New Products before becoming Vice President, Marketing for CPW in
2011 and Vice President, Marketing for the Circle of Champions Business Unit in 2015. She became President, U.S. Cereal Operating
Unit in 2016, Group President, Europe & Australia in 2020, Chief Strategy & Growth Officer in July 2021, Group President, North
America Retail in January 2024, Group President, North America Retail and North America Pet in June 2025, and was named to her
present position in June 2026.
Jaime Montemayor, age 62, is Chief Digital, Technology and Transformation Officer. He spent 21 years at PepsiCo, Inc., serving in
roles of increasing responsibility, including most recently as Senior Vice President and Chief Information Officer of PepsiCo’s
Americas Foods segment from 2013 to 2015, and Senior Vice President and Chief Information Officer, Digital Innovation, Data and
Analytics, PepsiCo from 2015 to 2016. Mr. Montemayor served as Chief Technology Officer of 7-Eleven Inc. in 2017. He assumed
the role of our Chief Digital and Technology Officer in 2020 after founding and operating a digital technology consulting company
from 2017 until 2020. He was named to his present position in March 2026.
Jonathan Ness, age 50, is Chief Supply Chain Officer. Mr. Ness joined General Mills in 2007 and has held various roles of increasing
responsibility in Global Finance, Supply Chain Strategy, and Transformation. He was named Finance Director in 2016, Senior Finance
Director, Global Supply Chain in March 2022, and Vice President, Global Supply Chain Finance & Strategy in June 2023. He was
named to his present position in March 2026.
Mark A. Pallot, age 53, is Vice President, Chief Accounting Officer. Mr. Pallot joined General Mills in 2007 and served asDirector,
Financial Reporting until 2017, when he was named Vice President, Assistant Controller. He was elected to his present position in
2020. Prior to joining General Mills, Mr. Pallot held accounting and financial reporting positions at Residential Capital, LLC, Metris,
Inc., CIT Group Inc., and Ernst & Young, LLP.
Asheesh Saksena, age 62, is Chief Strategy and Growth Officer. Mr. Saksena joined General Mills in August 2024. Prior to joining
General Mills, Mr. Saksena served as Executive Vice President, Chief Strategy Officer at Cox Communications, a wholly owned
subsidiary of Cox Enterprises, Inc., from 2011 to 2016; Chief Strategic Growth Officer at Best Buy Co., Inc. from 2016 to 2018;
President, Best Buy Health, Best Buy Co., Inc. from 2018 to 2020; Senior Advisor to the Chief Executive Officer of Best Buy Co.,
Inc. in 2020; and Chief Growth Officer at Gap Inc. from January 2021 to March 2023.
Lanette Shaffer Werner, age 55, is Chief Innovation, Technology and Quality Officer. Ms. Shaffer Werner joined General Mills in
1995 and held various R&D roles in Frozen Desserts, Pillsbury, and Baking before serving as Director of One Global Dairy and Sr.
Director for One Global Cereal. In July 2021, Ms. Shaffer Werner was named as Vice President, Innovation, Technology and Quality,
U.S. Meals & Baking Solutions. She was named to her present position in June 2023.
Pankaj Sharma, age 53, is Segment President, North America Foodservice. Mr. Sharma joined General Mills in 2014 and served as a
Marketing Director until 2017, when he was named Vice President, Marketing, Europe & Australia. He was promoted to President,
U.S. Yogurt in 2018 and President, U.S. Meals & Baking Solutions in 2019. He was named to his present position in February 2024.
Jacqueline Williams-Roll, age 57, is Chief Human Resources Officer. In this capacity, she also has responsibility for Corporate
Communications and Community Impact. Ms. Williams-Roll joined General Mills in 1995. She held human resources leadership roles
in Supply Chain, Finance, Marketing, and Organization Effectiveness and worked a large part of her career on businesses outside of
the United States. She was named Vice President, Human Resources, International in 2010, and then promoted to Senior Vice
President, Human Resources Operations in 2013. She was named to her present position in 2014. Prior to joining General Mills, she
held sales and management roles with Jenny Craig International.
Karen Wilson Thissen, age 59, is General Counsel and Secretary. Ms. Wilson Thissen joined General Mills in June 2022. Prior to
joining General Mills, she was a partner at the law firm of Faegre Drinker (formerly Faegre & Benson LLP), and then spent 17 years
at Ameriprise Financial, Inc., serving in roles of increasing responsibility, including Executive Vice President and Deputy General
Counsel from 2014 to 2017, and most recently as Executive Vice President and General Counsel from 2017 to June 2022.
WEBSITE ACCESS
Our website is https://www.generalmills.com. We make available, free of charge in the “Investors” portion of this website, annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (1934 Act) as soon as reasonably practicable after
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we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). All such filings are
available on the SEC’s website at https://www.sec.gov. Reports of beneficial ownership filed pursuant to Section 16(a) of the 1934
Act are also available on our website.
ITEM 1A - Risk Factors
Our business is subject to various risks and uncertainties. Any of the risks described below could materially, adversely affect our
business, financial condition, and results of operations.
Business and Industry Risks
The categories in which we participate are very competitive, and if we are not able to compete effectively, our results of
operations could be adversely affected.
The human and pet food categories in which we participate are very competitive. Our principal competitors in these categories are
manufacturers, as well as retailers with their own branded and private label products. Competitors market and sell their products
through brick-and-mortar stores and e-commerce. All of our principal competitors have substantial financial, marketing, and other
resources. In most product categories, we compete not only with other widely advertised branded products, but also with regional
brands and with generic and private label products that are generally sold at lower prices. Competition in our product categories is
based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing, promotional activity,
convenient ordering and delivery to the consumer, and the ability to identify and satisfy consumer preferences. If our large competitors
were to seek an advantage through pricing or promotional changes, we could choose to do the same, which could adversely affect our
margins and profitability. If we did not do the same, our revenues and market share could be adversely affected. Our market share and
revenue growth could also be adversely impacted if we are not successful in introducing innovative products in response to changing
consumer demands or by new product introductions of our competitors. If we are unable to build and sustain brand equity by offering
recognizably superior product quality, we may be unable to maintain premium pricing over generic and private label products.
We may be unable to maintain our profit margins in the face of a consolidating retail environment.
There has been significant consolidation in the grocery industry, resulting in customers with increased purchasing power. In addition,
large retail customers may seek to use their position to improve their profitability through improved efficiency, lower pricing,
increased reliance on their own brand name products, increased emphasis on generic and other economy brands, and increased
promotional programs. If we are unable to use our scale, marketing expertise, product innovation, knowledge of consumers’ needs,
and category leadership positions to respond to these demands, our profitability and volume growth could be negatively impacted. In
addition, the loss of any large customer could adversely affect our sales and profits. In fiscal 2026, Walmart accounted for 22 percent
of our consolidated net sales and 31 percent of net sales of our North America Retail segment. For more information on significant
customers, please see Note 8 to the Consolidated Financial Statements in Item 8 of this report.
Price changes for the commodities we depend on for raw materials, packaging, and energy may adversely affect our
profitability.
The principal raw materials that we use are commodities that experience price volatility caused by external conditions such as weather,
climate change, product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, trade tariffs
(including recent tariffs imposed or threatened to be imposed by the United States on other countries and any retaliatory actions taken
by such countries), pandemics, war (including sanctions imposed on Russia for its invasion of Ukraine), and changes in governmental
agricultural and energy policies and regulations. Commodity prices have become, and may continue to be, more volatile. Commodity
price changes may result in unexpected increases in raw material, packaging, energy, and transportation costs. If we are unable to
increase productivity to offset these increased costs or increase our prices, we may experience reduced margins and profitability. We
do not fully hedge against changes in commodity prices, and the risk management procedures that we do use may not always work as
we intend.
Concerns with the safety and quality of our products could cause consumers to avoid certain products or ingredients.
We could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of certain of our
products or ingredients. Adverse publicity about these types of concerns, whether or not valid, may discourage consumers from buying
our products or cause production and delivery disruptions.
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We may be unable to anticipate changes in consumer preferences and trends, which may result in decreased demand for our
products.
Our success depends in part on our ability to anticipate the tastes, eating habits (including the impact of weight loss drugs), and
purchasing behaviors of consumers and to offer products that appeal to their preferences in channels where they shop. Consumer
preferences and category-level consumption may change from time to time and can be affected by a number of different trends and
other factors. If we fail to anticipate, identify or react to these changes and trends, such as adapting to emerging e-commerce channels,
or to introduce new and improved products on a timely basis, we may experience reduced demand for our products, which would in
turn cause our revenues and profitability to suffer. Similarly, demand for our products could be affected by consumer concerns
regarding the health effects of ingredients such as sodium, genetically modified organisms, sugar and sugar alternatives, color
additives, preservatives, processed wheat and other ingredients, grain-free or legume-rich pet food, or other product ingredients or
attributes.
We may be unable to grow our market share or add products that are in faster growing and more profitable categories.
The food industry’s growth potential is constrained by population growth. Our success depends in part on our ability to grow our
business faster than populations are growing in the markets that we serve. One way to achieve that growth is to enhance our portfolio
by adding innovative new products in faster growing and more profitable categories. Our future results will also depend on our ability
to increase market share in our existing product categories. If we do not succeed in developing innovative products for new and
existing categories, our growth and profitability could be adversely affected.
Our results may be negatively impacted if consumers do not maintain their favorable perception of our brands.
Maintaining and continually enhancing the value of our many iconic brands is critical to the success of our business. The value of our
brands is based in large part on the degree to which consumers react and respond positively to these brands. Brand value could
diminish significantly due to a number of factors, including consumer perception that we have acted in an irresponsible manner,
adverse publicity about our products, our failure to maintain the quality of our products, concerns or perceptions about the nutrition
profile and health effects of ingredients or substances (including the processing thereof) in our products or packaging, the failure of
our products to deliver consistently positive consumer experiences, concerns about food safety, or our products becoming unavailable
to consumers. Consumer demand for our products may also be impacted by changes in the level of advertising or promotional support.
The use of social and digital media by consumers, us, and third parties increases the speed and extent that information or
misinformation and opinions can be shared. Negative posts or comments about us, our brands, or our products on social or digital
media could seriously damage our brands and reputation. If we do not maintain the favorable perception of our brands, our business
results could be negatively impacted.
Operating Risks
If we are not efficient in our production, our profitability could suffer as a result of the highly competitive environment in
which we operate.
Our future success and earnings growth depend in part on our ability to be efficient in the production and manufacture of our products
in highly competitive markets. Gaining additional efficiencies may become more difficult over time. Our failure to reduce costs
through productivity gains or by eliminating redundant costs resulting from acquisitions or divestitures could adversely affect our
profitability and weaken our competitive position. Many productivity initiatives involve complex reorganization of manufacturing
facilities and production lines. Such manufacturing realignment may result in the interruption of production, which may negatively
impact product volume and margins. We periodically engage in restructuring, transformation, and cost savings initiatives designed to
increase our efficiency and reduce expenses. If we are unable to execute those initiatives as planned, we may not realize all or any of
the anticipated benefits, which could adversely affect our business and results of operations.
Disruption of our supply chain could adversely affect our business.
Our ability to make, move, and sell products is critical to our success. Damage or disruption to raw material supplies or our
manufacturing or distribution capabilities due to weather, climate change, natural disaster, fire, terrorism, cyber-attack, pandemics,
war, governmental restrictions or mandates, labor shortages, strikes, import/export restrictions, or other factors could impair our ability
to manufacture or sell our products. Many of our product lines are manufactured at a single location or sourced from a single supplier.
The failure of third parties on which we rely, including those third parties who supply our ingredients, packaging, capital equipment
and other necessary operating materials, contract manufacturers, commercial transport, distributors, contractors, and external business
partners, to meet their obligations to us, or significant disruptions in their ability to do so, may negatively impact our operations. Our
suppliers’ policies and practices can damage our reputation and the quality and safety of our products. Disputes with significant
suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers
and could materially and adversely affect our sales, financial condition, and results of operations. Failure to take adequate steps to
mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a
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product is sourced from a single location or supplier, could adversely affect our business and results of operations, as well as require
additional resources to restore our supply chain.
Short term or sustained increases in consumer demand at our retail customers may exceed our production capacity or otherwise strain
our supply chain. Our failure to meet the demand for our products could adversely affect our business and results of operations.
Our international operations are subject to political and economic risks.
In fiscal 2026, 20 percentof our consolidated net sales were generated outside of the United States. We are accordingly subject to a
number of risks relating to doing business internationally, any of which could significantly harm our business. These risks include:
•political and economic instability;
•exchange controls and currency exchange rates;
•tariffs on products and ingredients that we import and export (including recent tariffs imposed or threatened to be imposed by
the United States on other countries and any retaliatory actions taken by such countries);
•political sentiment impacting global trade, including the willingness of consumers outside the United States to purchase from
United States corporations or to purchase products manufactured outside the country of sale;
•nationalization or government control of operations;
•compliance with anti-corruption regulations;
•foreign tax treaties and policies; and
•restriction on the transfer of funds to and from foreign countries, including potentially negative tax consequences.
Our financial performance on a U.S. dollar denominated basis is subject to fluctuations in currency exchange rates. These fluctuations
could cause material variations in our results of operations. Our principal exposures are to the Australian dollar, Brazilian real, British
pound sterling, Canadian dollar, Chinese renminbi, euro, Japanese yen, Mexican peso, and Swiss franc. From time to time, we enter
into agreements that are intended to reduce the effects of our exposure to currency fluctuations, but these agreements may not be
effective in significantly reducing our exposure.
A strengthening in the U.S. dollar relative to other currencies in the countries in which we operate would negatively affect our
reported results of operations and financial results due to currency translation losses and currency transaction losses.
Our business operations could be disrupted if our information technology systems fail to perform adequately or are breached.
Information technology serves an important role in the efficient and effective operation of our business. We rely on information
technology networks and systems, including the internet, to process, transmit, and store electronic information to manage a variety of
business processes and to comply with regulatory, legal, and tax requirements. Our information technology systems (which includes
artificial intelligence) and infrastructure are critical to effectively manage our key business processes including digital marketing,
order entry and fulfillment, supply chain management, finance, administration, and other business processes. These technologies
enable internal and external communication among our locations, employees, suppliers, customers, and others and include the receipt
and storage of personal information about our employees, consumers, and proprietary business information. Our information
technology systems, some of which are dependent on services provided by third parties, may be vulnerable to damage, interruption, or
shutdown due to any number of causes such as catastrophic events, natural disasters, fires, power outages, systems failures,
telecommunications failures, security breaches, computer viruses, hackers, employee error or malfeasance, and other causes. Increased
cyber-security threats pose a potential risk to the security and viability of our information technology systems, as well as the
confidentiality, integrity, and availability of the data stored on those systems. Emerging artificial intelligence-related threats may
increase the frequency and severity of these risks, and may also introduce new threats, both of which could be difficult to defend
against. The failure of our information technology systems to perform as we anticipate could disrupt our business and result in
transaction errors, processing inefficiencies, data loss, legal claims or proceedings, regulatory penalties, and the loss of sales and
customers. Any interruption of our information technology systems could have operational, reputational, legal, and financial impacts
that may have a material adverse effect on our business.
Our failure to successfully integrate acquisitions into our existing operations could adversely affect our financial results.
From time to time, we evaluate potential acquisitions or joint ventures that would further our strategic objectives. Our success
depends, in part, upon our ability to integrate acquired and existing operations. If we are unable to successfully integrate acquisitions,
our financial results could suffer. Additional potential risks associated with acquisitions include additional debt leverage, the loss of
key employees and customers of the acquired business, the assumption of unknown liabilities, the inherent risk associated with
entering a geographic area or line of business in which we have no or limited prior experience, failure to achieve anticipated synergies,
and the impairment of goodwill or other acquisition-related intangible assets.
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Legal and Regulatory Risks
If our products become adulterated, misbranded, or mislabeled, we might need to recall those items and may experience
product liability claims if consumers or their pets are injured.
We may need to recall some of our products if they become adulterated, misbranded, or mislabeled. A widespread product recall could
result in significant losses due to the costs of a recall, the destruction of product inventory, and lost sales due to the unavailability of
product for a period of time. We could also suffer losses from a significant product liability judgment against us. A significant product
recall or product liability case could also result in adverse publicity, damage to our reputation, and a loss of consumer confidence in
our products, which could have an adverse effect on our business results and the value of our brands.
New regulations or regulatory-based claims could adversely affect our business.
Our facilities and products are subject to many laws and regulations administered by the United States Department of Agriculture, the
Food and Drug Administration, the Occupational Safety and Health Administration, and other federal, state, local, and foreign
governmental agencies relating to the production, packaging, labeling, storage, distribution, quality, and safety of food products and
the health and safety of our employees. Our failure to comply with such laws and regulations could subject us to lawsuits,
administrative penalties, and civil remedies, including fines, injunctions, and recalls of our products. We advertise our products and
could be the target of claims relating to alleged false or deceptive advertising under federal, state, and foreign laws and regulations.
We may also be subject to new laws or regulations restricting the marketing or sale of our products because of ingredients or
substances (including the processing thereof) in our products or product packaging. These limitations may require that we highlight
perceived concerns about a product or product packaging, warn consumers to avoid consumption of certain ingredients or substances
present in our products, restrict the audience to whom products are marketed or sold, limit the locations in which our products may be
available, or discontinue the use of certain ingredients or packaging. Changes in laws or regulations that impose additional regulatory
requirements on us could increase our cost of doing business, restrict our actions, and reduce consumption of our products, causing our
results of operations to be adversely affected.
We are subject to various federal, state, local, and foreign environmental laws and regulations. Our failure to comply with
environmental laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies. We are currently party to
a variety of environmental remediation obligations. Due to regulatory complexities, uncertainties inherent in litigation, and the risk of
unidentified contaminants on current and former properties of ours, the potential exists for remediation, liability, indemnification, and
compliance costs to differ from our estimates. We cannot guarantee that our costs in relation to these matters, or compliance with
environmental laws in general, will not exceed our established liabilities or otherwise have an adverse effect on our business and
results of operations.
Climate change and other sustainability matters could adversely affect our business.
There is growing concern that carbon dioxide and other greenhouse gases in the earth’s atmosphere may have an adverse impact on
global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. If such climate change
has a negative effect on agricultural productivity, we may experience decreased availability and higher pricing for certain commodities
that are necessary for our products. Increased frequency or severity of extreme weather could also impair our production capabilities,
disrupt our supply chain, impact demand for our products, and increase our insurance and other operating costs. Increasing concern
over climate change or other sustainability issues also may adversely impact demand for our products due to changes in consumer
preferences or negative consumer reaction to our commitments and actions to address these issues. We may also become subject to
additional legal and regulatory requirements relating to climate change or other sustainability issues, including greenhouse gas
emission regulations (e.g., carbon taxes), energy policies, sustainability initiatives (e.g., single-use plastic limits), and disclosure
obligations. If additional legal and regulatory requirements are enacted and are more aggressive than the sustainability measures that
we are currently undertaking to reduce our emissions and improve our energy efficiency and other sustainability goals, or if we chose
to take actions to achieve more aggressive goals, we may experience significant increases in our costs of operations.
We have announced goals and commitments to reduce our carbon footprint. If we fail to achieve or improperly report on our progress
toward achieving our carbon emissions reduction goals and commitments, then the resulting negative publicity could harm our
reputation and adversely affect demand for our products.
Financial and Economic Risks
Volatility in the market value of derivatives we use to manage exposures to fluctuations in commodity prices may cause
volatility in our gross margins and net earnings.
We utilize derivatives to manage price risk for some of our principal ingredient and energy costs, including grains (oats, wheat, and
corn), oils (principally soybean), dairy products, natural gas, and diesel fuel. Changes in the values of these derivatives are recorded in
earnings, which may result in volatility in both gross margin and net earnings. These gains and losses are reported in cost of sales in
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our Consolidated Statements of (Loss) Earnings and in unallocated corporate items outside our segment operating results until we
utilize the underlying input in our manufacturing process, at which time the gains and losses are reclassified to segment operating
profit. We also record our grain inventories at net realizable value. We may experience volatile earnings as a result of these accounting
treatments.
Economic downturns could limit consumer demand for our products.
The willingness of consumers to purchase our products depends in part on local economic conditions. In periods of economic
uncertainty, consumers may purchase more generic, private label, and other economy brands and may forego certain purchases
altogether. In those circumstances, we could experience a reduction in sales of higher margin products or a shift in our product mix to
lower margin offerings. In addition, as a result of economic conditions or competitive actions, we may be unable to raise our prices
sufficiently to protect margins. Consumers may also reduce the amount of food that they consume away from home at customers that
purchase products from our North America Foodservice segment. Any of these events could have an adverse effect on our results of
operations.
We have a substantial amount of indebtedness, which could limit financing and other options and in some cases adversely
affect our ability to pay dividends.
As of May 31, 2026, we had total debt and noncontrolling interests of $13.6 billion. The agreements under which we have issued
indebtedness do not prevent us from incurring additional unsecured indebtedness in the future. Our level of indebtedness may limit
our:
•ability to obtain additional financing for working capital, capital expenditures, or general corporate purposes, particularly if
the ratings assigned to our debt securities by rating organizations were revised downward; and
•flexibility to adjust to changing business and market conditions and may make us more vulnerable to a downturn in general
economic conditions.
There are various financial covenants and other restrictions in our debt instruments. If we fail to comply with any of these
requirements, the related indebtedness, and other unrelated indebtedness, could become due and payable prior to its stated maturity
and our ability to obtain additional or alternative financing may also be adversely affected.
Our ability to make scheduled payments on or to refinance our debt and other obligations will depend on our operating and financial
performance, which in turn is subject to prevailing economic conditions and to financial, business, and other factors beyond our
control.
We depend on stable, liquid and well-functioning capital and credit markets to fund our operations. Our financial performance, our
credit ratings, interest rates, the stability of financial institutions with which we partner, and the liquidity of the overall global capital
markets could affect our access to, and the availability, terms and conditions, and cost of capital.
Volatility in the securities markets, interest rates, and other factors could substantially increase our defined benefit pension,
other postretirement benefit, and postemployment benefit costs.
We sponsor a number of defined benefit plans for employees in the United States, Canada, and various foreign locations, including
defined benefit pension, retiree health and welfare, severance, and other postemployment plans. Our major defined benefit pension
plans are funded with trust assets invested in a globally diversified portfolio of securities and other investments. Changes in interest
rates, mortality rates, health care costs, early retirement rates, investment returns, and the market value of plan assets can affect the
funded status of our defined benefit plans and cause volatility in the net periodic benefit cost and future funding requirements of the
plans. A significant increase in our obligations or future funding requirements could have a negative impact on our results of
operations and cash flows from operations.
A change in the assumptions regarding the future performance of our businesses or a different discount rate used to value our
reporting units or our indefinite-lived intangible assets could negatively affect our consolidated results of operations and net
worth.
As of May 31, 2026, we had$20.6 billionof goodwill and indefinite-lived intangible assets. Goodwill for each of our reporting units
is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. We
compare the carrying value of the reporting unit, including goodwill, to the fair value of the reporting unit. If the fair value of the
reporting unit is less than the carrying value of the reporting unit, including goodwill, impairment has occurred. Our estimates of fair
value are determined based on a discounted cash flow model. Growth rates for sales and profits are determined using inputs from our
long-range planning process. We also make estimates of discount rates, perpetuity growth assumptions, market comparables, and other
factors. If current expectations for growth rates for sales and profits are not met, or other market factors and macroeconomic
conditions were to change, then our reporting units could become significantly impaired. While we currently believe that our
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remaining goodwill is not impaired, different assumptions regarding the future performance of our businesses could result in
significant impairment losses.
We evaluate the useful lives of our intangible assets, primarily intangible assets associated with the Blue Buffalo,
Pillsbury, Totino’s, Old El Paso, Tiki Pets, Progresso, Annie’s, Edgard & Cooper,and Häagen-Dazs brands, to determine if they are
finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future
effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known technological
advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution
channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets.
Our indefinite-lived intangible assets are also tested for impairment annually and whenever events or changes in circumstances
indicate that impairment may have occurred. Our estimate of the fair value of the brands is based on a discounted cash flow model
using inputs including projected revenues from our long-range plan, assumed royalty rates which could be payable if we did not own
the brands, and a discount rate. If current expectations for growth rates for sales and margins are not met, or other market factors and
macroeconomic conditions were to change, then our indefinite-lived intangible assets could become significantly impaired. Our Blue
Buffalo and Progresso brands had risk of decreasing coverage and we continue to monitor these businesses.
For further information on goodwill and intangible assets, please refer to Note 6 to the Consolidated Financial Statements in Item 8 of
this report.
ITEM 1B - Unresolved Staff Comments
None.
ITEM 1C - Cybersecurity
Cybersecurity Risk Management and Strategy
Our enterprise risk management framework considers cybersecurity risk alongside other company risks, as part of our overall risk
assessment process. We leverage an industry-leading framework, the National Institute of Standards and Technology Cybersecurity
Framework, and assess our maturity against that framework in partnership with an independent firm on an annual basis.
We assess and manage our cybersecurity risk using various mechanisms, starting with threat intelligence, which provides us a
necessary viewpoint to help us identify trends, understand how certain attacks may affect us, and prepare for evolutions in threat actor
behavior that may require changes to our security posture. To drive readiness, we perform periodic adversarial testing of our
cybersecurity posture through penetration testing, using both internal resources and external expertise, as well as table-top and “red
team” exercises to understand where processes or controls may be insufficient based on adversarial techniques.
Our internal audit team performs regular assessments of our program and selected components.We also leverage retrospectives from
previous cybersecurity incidents to understand weaknesses and to improve our security controls. We assess our critical suppliers
regularly for cybersecurity risk and prescribe remediation activities when necessary. As a part of a collaborative defense approach, we
regularly participate in multiple cybersecurity forums to share threat intelligence, best practices, and points of caution.
We train our employees through annual security training, phishing simulations, and regular communications about timely
cybersecurity topics and threats. We have a documented and well-tested cybersecurity incident response plan that guides us in
responding, containing, and eradicating cybersecurity threats that have breached our preventative controls. We regularly practice
technical recovery, and we maintain cybersecurity insurance.
Cybersecurity Governance
Our cybersecurity program is led by our Chief Digital, Technology and Transformation Officer (CDTTO) and Vice President of Cyber
Security & Enterprise Architecture and Digital Core.Our Vice President of Cyber Security & Enterprise Architecture, who reports to
our CDTTO, has a master’s degree in information assurance, and more than 21 years of experience working in this field, including
more than 14 years with General Mills. He has strategic and operational responsibility for all aspects of the Company’s cybersecurity
program, from how cyber risks are identified, governed, and mitigated, to how General Mills detects, responds, contains, and recovers
from cybersecurity threats.
The Audit Committee of our Board of Directors provides oversight for our cybersecurity program.The Audit Committee receives
regular updates from management on the effectiveness of our cybersecurity program, reviews plans on how management will
continually mature the program, and receives updates on special topics that help the committee provide effective oversight of the
program.
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Our Security & Resilience Governance Committee provides oversight and governance for the Company’s cybersecurity risk through
quarterly meetings, monthly dashboard reporting on management-aligned program performance targets, and as-needed updates on
cybersecurity incidents.This committee is composed of our Chief Financial Officer, General Counsel, Chief Human Resources
Officer, Chief Supply Chain Officer, and CDTTO.
Like most companies, our systems are continually subjected to cybersecurity threats. Although we have not experienced a material
cybersecurity breach, we cannot guarantee that we will not experience a cyber threat or incident in the future. Additional information
on cybersecurity risks we face is included in Item 1A of this report, which should be read in conjunction with the information in this
Item 1C.
ITEM 2 - Properties
We own our principal executive offices and main research facilities, which are located in the Minneapolis, Minnesota metropolitan
area. We operate numerous manufacturing facilities and maintain many sales and administrative offices, warehouses, and distribution
centers around the world.