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.
9
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
10
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.
11
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
12
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
13
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.
14
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.
As of May 31, 2026, we operated 41 facilities for the production of a wide variety of food products. Of these facilities, 27 are located
in the United States, 3 in Latin America and Mexico, 5 in Europe/Australia, 4 in the Greater China region, 1 leased in Canada, and 1 in
the Asia/Middle East/Africa Region. The following is a list of the locations of our principal production facilities, which primarily
support the segment noted:
North America Retail
• Covington, Georgia • Fridley, Minnesota • Wellston, Ohio
• Belvidere, Illinois • Hannibal, Missouri • Murfreesboro, Tennessee
• Geneva, Illinois • Albuquerque, New Mexico • Milwaukee, Wisconsin
• Cedar Rapids, Iowa • Buffalo, New York • Gladstone, Missouri
• Irapuato, Mexico • Cincinnati, Ohio
International
• Rooty Hill, Australia • Sanhe, China • Nashik, India
• Campo Novo do Parecis, Brazil • Shanghai, China • San Adrian, Spain
• Pouso Alegre, Brazil • Arras, France
• Guangzhou, China • Labatut, France
• Nanjing, China • Inofita, Greece
North America Pet
• Richmond, Indiana • Joplin, Missouri
North America Foodservice
• Chanhassen, Minnesota • Joplin, Missouri • St. Charles, Missouri
• Green Bay, Wisconsin
We operate numerous grain elevators in the United States in support of our domestic manufacturing activities. We also utilize
approximately 16 million square feet of warehouse and distribution space, nearly all of which is leased, that primarily supports our
North America Retail and North America Pet segments. We own and lease a number of dedicated sales and administrative offices
around the world, totaling approximately 2 million square feet. We have additional warehouse, distribution, and office space in our
plant locations.
As part of our Häagen-Dazs business in our International segment we operate 232 (all leased) and franchise 376 branded ice cream
parlors in various countries around the world, all outside of the United States and Canada.
ITEM 3 - Legal Proceedings
We are the subject of various pending or threatened legal actions in the ordinary course of our business. All such matters are subject to
many uncertainties and outcomes that are not predictable with assurance. In our opinion, there were no claims or litigation pending as
of May 31, 2026, that were reasonably likely to have a material adverse effect on our consolidated financial position or results of
15
operations. See the information contained under the section entitled “Environmental Matters” in Item 1 of this report for a discussion
of environmental matters in which we are involved.
ITEM 4 - Mine Safety Disclosures
None.
PART II
ITEM 5 - Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange under the symbol “GIS.” On June 15, 2026, there were approximately
20,400 record holders of our common stock.
The following table sets forth information with respect to shares of our common stock that we purchased during the fiscal quarter
ended May 31, 2026:
(a) The total number of shares purchased includes shares of common stock withheld for the payment of withholding taxes upon the distribution of
deferred option units.
(b) Excludes commissions paid and other costs of execution, including excise taxes.
(c) On June 27, 2022, our Board of Directors approved a new authorization for the repurchase of up to 100,000,000 shares of our common stock and
terminated the prior authorization. Purchases can be made in the open market or in privately negotiated transactions, including the use of call
options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The Board did not specify an
expiration date for the authorization.
16
ITEM 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
EXECUTIVE OVERVIEW
We are a global packaged foods company. We develop distinctive value-added food products and market them under unique brand
names. We work continuously to improve our core products and to create new products that meet consumers’ evolving needs and
preferences. In addition, we build the equity of our brands over time with strong consumer-directed marketing, innovative new
products, and effective merchandising. We believe our brand-building approach is the key to winning and sustaining leading share
positions in markets around the globe.
Our fundamental financial goal is to generate competitively differentiated returns for our shareholders over the long term. We believe
achieving that goal requires us to generate a consistent balance of net sales growth, margin expansion, cash conversion, and cash
return to shareholders over time.
Our long-term growth objectives are to deliver the following performance on average over time:
•2 to 3 percent annual growth in organic net sales;
•mid-single-digit annual growth in adjusted operating profit;
•mid- to high-single-digit annual growth in adjusted diluted earnings per share (EPS);
•free cash flow conversion of at least 95 percent of adjusted net earnings after tax; and
•cash return to shareholders of 80 to 90 percent of free cash flow, including an attractive dividend yield.
Guided by our purpose to make food the world loves, we are executing our Accelerate strategy to drive sustainable, profitable growth
and top-tier shareholder returns over the long term. The strategy focuses on four pillars to create competitive advantages and win:
boldly building brands, relentlessly innovating, unleashing our scale, and standing for good. We are prioritizing our core markets,
global platforms, and local gem brands that have the best prospects for profitable growth and we are committed to reshaping our
portfolio with strategic acquisitions and divestitures to further enhance our growth profile.
Our consolidated net sales for fiscal 2026decreased5 percent to $18.4 billion. On an organic basis, net sales decreased2 percent
compared to year-ago levels. Operating profit of $886 milliondecreased73 percent. Adjusted operating profit of $2.8 billion
decreased16 percent on a constant-currency basis. Diluted loss per share decreased104 percent to $(0.16). Adjusted diluted EPS of
$3.55decreased16 percent on a constant-currency basis (See the “Non-GAAP Measures” section below for a description of our use of
measures not defined by generally accepted accounting principles (GAAP)).
Net cash provided by operations totaled $2,166 million in fiscal 2026, with a conversion rate that was not meaningful as a percent of
net loss, including earnings attributable to noncontrolling interests. This cash generation supported capital investments totaling $540
million, and our resulting free cash flow was $1,626 million at a conversion rate of 85 percent of adjusted net earnings, including
earnings attributable to noncontrolling interests. We returned cash to shareholders through dividends totaling $1,315 million and net
share repurchases totaling $500 million (See the “Non-GAAP Measures” section below for a description of our use of measures not
defined by GAAP).
In fiscal 2026, while we made meaningful progress in strengthening the remarkability of our brands to position the business for long-
term sustainable growth, this progress came amid a more challenging category and competitive backdrop than we initially expected.
Weak consumer sentiment, heightened uncertainty, and significant volatility weighed on category growth and impacted consumer
purchase patterns, resulting in a slower pace and higher cost of volume recovery than we originally anticipated. We delivered mixed
performance against the three priorities we established at the beginning of the year:
On our priority of returning North America Retail to volume growth, we did not achieve our objective. Organic pound
volume in North America Retail declined 1 percent for the year, driven in part by Nielsen-measured pound volume in our
categories slowing by 1 point versus fiscal 2025. Even so, we grew household penetration and we delivered improved pound
competitiveness, with 65 percent of our U.S. categories holding or growing pound share.
On our priority of accelerating North America Pet growth, we partially achieved our objective. Our Nielsen-measured retail
sales growth improved by 1 point versus our fiscal 2025 trend. However, our organic net sales growth slowed by 3 points,
driven largely by changes in retailer inventory.
On our priority of driving efficiencies to reinvest in growth, we successfully achieved our objectives to generate Holistic
Margin Management (HMM) savings of 5 percent of cost of goods sold and deliver more than $100 million in additional
savings from our global transformation initiative and other efficiency efforts.
A detailed review of our fiscal 2026 performance compared to fiscal 2025 appears below in the section titled “Fiscal 2026
Consolidated Results of Operations.” A detailed review of our fiscal 2025 performance compared to our fiscal 2024 performance is set
forth in Part II, Item 7 of our Form 10-K for the fiscal year ended May 25, 2025, under the caption “Management’s Discussion and
17
Analysis of Financial Condition and Results of Operations – Fiscal 2025 Results of Consolidated Operations,” which is incorporated
herein by reference.
In an effort to help address input cost inflation, fund growth investments, and deliver accelerated profit and cash flow growth, we
expect to generate $3 billion in cumulative cost savings in the four years through fiscal 2030. Roughly $2 billion of this target is
expected to be generated through our ongoing HMM productivity program, equating to annual savings of approximately 4 percent of
cost of goods sold. The remaining $1 billion is expected to be generated by our global transformation initiative and other cost
efficiency efforts, including redesigning the supply chain network, further streamlining business processes, and driving improvement
across other elements of its cost base. These efforts will create a more agile and efficient structure that is better fit for future growth.
In fiscal 2027, we plan to continue advancing our Accelerate strategy and improving the remarkability of our brands. Our key
priorities are to strengthen our organic net sales growth, accelerate our enterprise transformation efforts, and drive disciplined capital
allocation and returns. Amid a continued challenging macroeconomic backdrop for consumers, we expect category growth to be
consistent with recent trends and below our long-term growth projections. With our price investments completed in fiscal 2026, our
plans in fiscal 2027 are focused on delivering product innovation and renovation news centered on the benefits that matter most to
today’s consumers, including better-for-you benefits like protein and fiber, bold flavors, and fun and indulgence, all of which should
help support stronger topline growth. We expect to generate at least $750 million in total savings toward the $3 billion target from
HMM, our global transformation initiative, and other cost savings actions, which will help offset our forecast for 4 to 5 percent input
cost inflation as well as our investments in brand remarkability. In addition to these factors, we expect headwinds of approximately 9
points on operating profit and 11 points on EPS in fiscal 2027 from lapping the 53rd week in fiscal 2026, normalizing corporate
incentive expense, and the impact of fiscal 2026 divestitures.
Based on these assumptions, our key full-year fiscal 2027 targets are summarized below:
•Organic net sales are expected to range between down 1.5 percent and up 0.5 percent.
•Adjusted operating profit is expected to be down 8 to 13 percent in constant-currency from the base of $2.8 billion reported in
fiscal 2026.
•Adjusted diluted EPS is expected to be between $3.00 and $3.20 per share, including an immaterial impact from foreign
currency exchange.
•Free cash flow conversion is expected to be approximately 95 percent of adjusted after-tax earnings.
See the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP.
Certain terms used throughout this report are defined in a glossary in Item 8 of this report.
FISCAL 2026 CONSOLIDATED RESULTS OF OPERATIONS
Fiscal 2026 had 53 weeks compared to 52 weeks in fiscal 2025.
In fiscal 2026, net sales decreased5 percent compared to fiscal 2025, including the net impact of the divestitures of our North
American yogurt businesses (Divestitures) and the acquisition of Whitebridge Pet Brands (Acquisition). Organic net sales decreased2
percent compared to fiscal 2025. Operating profit of $886 milliondecreased73 percent compared to fiscal 2025, primarily driven by
impairments of goodwill and other brand intangible assets, a valuation loss related to our held for sale business in Brazil, higher input
costs, and a decrease in contributions from volume growth, partially offset by a divestiture gainrelated to the sale of our United States
yogurt business and favorable net price realization and mix. Operating profit margin of 4.8 percentdecreased1,220 basis points.
Adjusted operating profit of $2,812 milliondecreased16 percent on a constant-currency basis, including the net impact of the
Divestitures and Acquisition, primarily driven by higher input costs and a decrease in contributions from volume growth, partially
offset by favorable net price realization and mix and lower selling, general & administrative (SG&A) expenses. Adjusted operating
profit margin decreased190 basis points to 15.3 percent. Diluted loss per share of $(0.16)decreased104 percent compared to diluted
earnings per share in fiscal 2025. Adjusted diluted earnings per share of $3.55decreased16 percent on a constant-currency basis (see
the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).
18
A summary of our consolidated financial results for fiscal 2026 follows:
Net loss attributable to General Mills (87.6) (104) %
Diluted loss per share $(0.16) (104) %
Organic net sales growth rate (a) (2) %
Adjusted diluted earnings per share (a) $3.55 (16) % (16)%
(a)See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP.
Consolidated net sales were as follows:
Contributions from volume growth (a) (8) pts
Net price realization and mix 2 pts
Foreign currency exchange 1 pt
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
Net sales in fiscal 2026decreased5 percentcompared to fiscal 2025, driven by a decrease in contributions from volume growth,
partially offset by favorable net price realization and mix and favorable foreign currency exchange impacts, and includes the net
impact of the Divestitures and Acquisition.
Components of organic net sales growth are shown in the following table:
Contributions from organic volume growth (a) (1) pt
Organic net price realization and mix (1) pt
Organic net sales growth (2) pts
Foreign currency exchange 1 pt
Divestitures and acquisition (6) pts
Net sales growth (5) pts
Note: Table may not foot due to rounding.
(a)Measured in tons based on the stated weight of our product shipments.
Organic net sales in fiscal 2026decreased2 percent compared to fiscal 2025, driven by a decrease in contributions from organic
volume growth and unfavorable organic net price realization and mix.
Cost of salesdecreased$525 million in fiscal 2026 to $12,229 million. The decrease was primarily driven by a $1,009 million
decrease due to lower volume, partially offset by a $506 millionincrease attributable to product rate and mix. We recorded a $48
million net decrease in cost of sales related to mark-to-market valuation of certain commodity positions and grain inventories in fiscal
2026, compared to a net decrease of $16 million in fiscal 2025 (please refer to Note 8 to the Consolidated Financial Statements in Item
8 of this report for additional information). We also recorded $19 million of restructuring charges in fiscal 2026 compared to $9
million of restructuring charges in cost of sales in fiscal 2025 (please refer to Note 4 to the Consolidated Financial Statements in Item
8 of this report for additional information).
Gross margin decreased8 percent in fiscal 2026 compared to fiscal 2025. Gross margin as a percent of net sales of 33.6 percent
decreased100 basis points compared to fiscal 2025.
SG&A expensesdecreased$57 million to $3,388 million in fiscal 2026 compared to fiscal 2025, primarily driven by lower other
administrative costs, including the net impact of the Divestitures and Acquisition, partially offset by increased media and advertising
expenses. SG&A expenses as a percent of net sales in fiscal 2026increased70 basis points compared to fiscal 2025.
19
Divestitures gain, net totaled $1,049 million in fiscal 2026primarily related to the sale of our United States yogurt business. In fiscal
2025, we recorded a $96 million divestiture gain related to the sale of our Canada yogurt business (please refer to Note 3 to the
Consolidated Financial Statements in Item 8 of this report).
Restructuring, transformation, impairment, and other exit costs totaled $2,971 million in fiscal 2026 compared to $78 million in
fiscal 2025. In fiscal 2026, we recorded a $1,500 million non-cash goodwill impairment charge related to our North America Pet
reporting unit and$303 million of non-cash impairment charges related to our Nudges, Uncle Toby’s,and True Chews brand
intangible assets (please refer to Note 6 to the Consolidated Financial Statements in Item 8 of this report for additional information).
We recorded a $1,032 million non-cash pre-tax valuation loss related to the planned divestiture of our Brazil business (please refer to
Note 3 to the Consolidated Financial Statements in Item 8 of this report for additional information). Additionally, we recorded $95
million of restructuring charges related to the multi-year organizational initiative to increase the competitiveness of our supply chain
and $60 million of restructuring and transformation charges related to actions previously announced. In fiscal 2025, we approved a
multi-year global transformation initiative to drive increased productivity by enhancing end-to-end business processes, enabled by
targeted organizational actions, and as a result, we recorded $70 million of charges in fiscal 2025. Please refer to Note 4 to the
Consolidated Financial Statements in Item 8 of this report for additional information.
Benefit plan non-service income totaled $58 million in fiscal 2026 compared to $54 million in fiscal 2025, primarily reflecting lower
interest costs, partially offset by lower expected return on plan assets (please refer to Note 14 to the Consolidated Financial Statements
in Item 8 of this report for additional information).
Interest, net for fiscal 2026 totaled $539 million, $14 millionhigher than fiscal 2025, primarily driven by a 53rd week of interest
expense.
Oureffective tax rate for fiscal 2026 was 102.2 percent compared to 20.2 percent in fiscal 2025. The 82.0 percentage point increase
was primarily driven by a non-deductible goodwill impairment charge and unfavorable earnings mix by jurisdiction in fiscal 2026,
partially offset by certain nonrecurring tax benefits in fiscal 2026. Our adjusted effective tax rate was 21.1 percent in fiscal 2026
compared to 20.6 percent in fiscal 2025 (see the “Non-GAAP Measures” section below for a description of our use of measures not
defined by GAAP). The 0.5 percentage point increase was primarily due to unfavorable earnings mix by jurisdiction in fiscal 2026,
partially offset by certain nonrecurring tax benefits in fiscal 2026.
The impacts of the One Big Beautiful Bill Act (OBBBA) are reflected in our results for the fiscal year ended May 31, 2026, and there
was no material impact to our income tax expense. As of the fiscal year ended May 31, 2026, certain provisions of the OBBBA have
impacted the timing of cash tax payments (please refer to Note 15 to the Consolidated Financial Statements in Item 8 of this report for
additional information).
After-tax (loss) earnings from joint ventures was a $76 million after-tax loss in fiscal 2026 compared to $58 million of after-tax
earnings in fiscal 2025. The change primarily reflected our $85 million pre-tax share of a non-cash goodwill impairment charge related
to CPW, driven by downward revisions of future sales and profitability estimates in the Australian market, as well as our share of
losses on the sale of certain assets, also related to CPW. On a constant-currency basis, after-tax loss from joint ventures decreased231
percent (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The
components of our joint ventures’ net sales growth are shown in the following table:
Fiscal 2026 vs. Fiscal 2025 CPW HDJ Total
Contributions from volume growth (a) (5) pts Flat
Net price realization and mix 3 pts 4 pts
Net sales growth in constant currency (3) pts 5 pts (1) pt
Foreign currency exchange 5 pts (1) pt 4 pts
Net sales growth 2 pts 4 pts 2 pts
Note: Table may not foot due to rounding.
(a)Measured in tons based on the stated weight of our product shipments.
Net earnings attributable to noncontrolling interestsdecreased to $2 million in fiscal 2026 compared to $24 million in fiscal 2025.
Average diluted shares outstanding decreased by 20 million in fiscal 2026 from fiscal 2025 primarily due to share repurchases.
20
RESULTS OF SEGMENT OPERATIONS
Our businesses are organized into four operating segments: North America Retail, International, North America Pet, and North
America Foodservice.
The following tables provide the dollar amount and percentage of net sales and operating profit from each segment for fiscal 2026 and
fiscal 2025:
Fiscal Year
In Millions Dollars Percent of Total Dollars Percent of Total
Net Sales
Segment Operating Profit
Net sales of $26 million in fiscal 2026 and $10 million in fiscal 2025 related to businesses managed by our Strategic Growth Office
are included within corporate and other net sales, which is reported separately from segment net sales.
Segment operating profit as reviewed by our executive management excludes unallocated corporate items, net gain or loss on
divestitures, and restructuring, transformation, impairment, and other exit costs that are centrally managed.
NORTH AMERICA RETAIL SEGMENT
Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers, membership
stores, natural food chains, drug, dollar and discount chains, convenience stores, and e-commerce grocery providers. Our product
categories in this business segment include ready-to-eat cereals, soup, meal kits, refrigerated and frozen dough products, dessert and
baking mixes, frozen pizza and pizza snacks, snack bars, fruit snacks, savory snacks, and a wide variety of organic products including
ready-to-eat cereal, frozen vegetables, meal kits, fruit snacks and snack bars.
North America Retail net sales were as follows:
Contributions from volume growth (a) (16) pts
Net price realization and mix 5 pts
Foreign currency exchange Flat
Note: Table may not foot due to rounding.
(a)Measured in tons based on the stated weight of our product shipments.
North America Retail net sales decreased 11 percent in fiscal 2026 compared to fiscal 2025, driven by a decrease in contributions from
volume growth, partially offset by favorable net price realization and mix, both of which include the impact from the Divestitures.
21
The components of North America Retail organic net sales growth are shown in the following table:
Contributions from organic volume growth (a) (1) pt
Organic net price realization and mix (2) pts
Organic net sales growth (3) pts
Foreign currency exchange Flat
Divestitures (b) (9) pts
Net sales growth (11) pts
Note: Table may not foot due to rounding.
(a)Measured in tons based on the stated weight of our product shipments.
(b)Divestiture of the United States yogurt business in the first quarter of fiscal 2026 and the Canada yogurt business in the third quarter of fiscal
2025. Please refer to Note 3 to the Consolidated Financial Statements in Part II, Item 8 of this report.
North America Retail organic net sales decreased 3 percent in fiscal 2026 compared to fiscal 2025, driven by unfavorable organic net
price realization and mix and a decrease in contributions from organic volume growth.
Net sales for our North America Retail operating units are shown in the following table:
(a)Upon completion of the United States yogurt business divestiture in fiscal 2026, the former U.S. Morning Foods and Canada operating units
were combined into a new Big G Cereal & Canada operating unit. Please refer to Note 17 to the Consolidated Financial Statements in Part II,
Item 8 of this report.
Segment operating profit decreased 20 percent to $2,189 million in fiscal 2026, including the impact of the Divestitures, compared to
$2,730 million in fiscal 2025, primarily driven by a decrease in contributions from volume growth and higher input costs, partially
offset by favorable net price realization and mix and lower SG&A expenses. Segment operating profit decreased 20 percent on a
constant-currency basis in fiscal 2026 compared to fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this
measure not defined by GAAP).
INTERNATIONAL SEGMENT
Our International operating segment consists of retail and foodservice businesses outside of the United States and Canada. Our product
categories include super-premium ice cream and frozen desserts, meal kits, salty snacks, snack bars, dessert and baking mixes, shelf-
stable vegetables, and pet food products. We also sell super-premium ice cream and frozen desserts directly to consumers through
owned retail shops. Our International segment also includes products manufactured in the United States for export, mainly to
Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from
export activities are reported in the region or country where the end customer is located.
22
International net sales were as follows:
Contributions from volume growth (a) 3 pts
Net price realization and mix 2 pts