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Earnings release · 8-K Exhibit 99

General Mills · Earnings release · 8-K Exhibit 99

GIS · Consumer Staples

Filed 2025-06-25 · CY2025 Q2 · Company’s FY2025 Q2 · 10,730 words

Read the original on sec.gov ↗

Palanor summary

General Mills reported fiscal 2025 net sales of $19.5 billion, down 2% year-over-year, with operating profit down 4% to $3.3 billion. The company expects organic net sales in fiscal 2026 to range between down 1% and up 1%, with adjusted operating profit projected to decline 10-15% in constant currency. Management plans to invest in consumer value and innovation to restore volume-driven growth.

Written by Palanor from the full document. Not the company’s words.

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EX-992d49017dex99.htmEX-99 EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

June 25, 2025

General Mills Reports Fiscal 2025 Fourth-quarter and Full-year

Results and Provides Fiscal 2026 Outlook

General Mills Board of Directors Declares Dividend Increase

Full Year Highlights

•

Net sales of $19.5 billion decreased 2 percent from the prior year; organic net sales1 were also down 2 percent

•

Operating profit of $3.3 billion was down 4 percent; adjusted operating profit of $3.4 billion was

down 7 percent in constant currency

•

Diluted earnings per share (EPS) of $4.10 was down 5 percent; adjusted diluted EPS of $4.21 was down

7 percent in constant currency

Fourth Quarter Highlights

•

Net sales of $4.6 billion decreased 3 percent; organic net sales1 were also down 3 percent, in line with expectations, including a 2-point headwind from unfavorable trade expense timing

•

Operating profit of $504 million was down 35 percent; adjusted operating profit of $622 million

was down 22 percent in constant currency

•

Diluted EPS of $0.53 was down 46 percent; adjusted diluted EPS of $0.74 was down 27 percent in constant

currency

¹ Please see Note 7 to the Consolidated Financial Statements below for reconciliation of this and other non-GAAP measures used in this release.

MINNEAPOLIS (June 25, 2025) – General Mills, Inc.

(NYSE: GIS) today reported results for its fourth quarter and fiscal year ended May 25, 2025.

“The investments we made in the

second half of fiscal 2025 to bring consumers more value worked as we expected, driving improved volume and pound share trends in the fourth quarter,” said General Mills Chairman and Chief Executive Officer Jeff Harmening. “Our Q4

financial results reflected these incremental investments and finished in line with our updated expectations.

“T1Our number one goal

in fiscal 2026 is to restore volume-driven organic sales growth,” Harmening continued. “T2To do that, we’ll invest further in consumer value, product news, innovation, and brand building, guided by our remarkable experience framework

and T3highlighted by Blue Buffalo’s national launch into fresh pet food coming later in calendar 2025. We’ll continue to drive best-in-class Holistic Margin

Management cost savings, and we’ll transform how we work through our global transformation initiative to help unlock more resources for growth.

“With a clear framework centered on remarkability and positive early returns from our Q4 investments, I’m confident our fiscal 2026

plans will put us on a path back to driving long-term growth in line with our shareholder return model.”

Guided by its purpose to make food the world loves, General Mills is executing its

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 scale, and standing for good. The company is prioritizing its core markets, global platforms, and local gem brands that have the best prospects for profitable growth and is committed to reshaping its

portfolio with strategic acquisitions and divestitures to further enhance its growth profile.

Fourth Quarter Results Summary

•

Net sales were down 3 percent to $4.6 billion, driven by lower pound volume and unfavorable net

price realization and mix. Organic net sales were also down 3 percent, including a 2-point headwind from unfavorable trade expense timing. Organic pound volume was in line with last year.

•

T4Gross margin was down 340 basis points to 32.4 percent of net sales, driven primarily by higher input

costs, unfavorable mark-to-market effects, and unfavorable net price realization and mix. Adjusted gross margin was down 220 basis points to 32.7 percent of net

sales, driven primarily by higher input costs and unfavorable net price realization and mix. T5Unfavorable trade expense timing was a 150-basis point headwind to adjusted gross margin in the quarter.

•

Operating profit of $504 million was down 35 percent, driven primarily by lower gross profit

dollars and higher selling, general, and administrative (SG&A) expenses, partially offset by lower restructuring, transformation, impairment, and other exit costs. Operating profit margin of 11.1 percent was down 540 basis points.

Adjusted operating profit of $622 million was down 22 percent in constant currency, driven by lower adjusted gross profit dollars and higher adjusted SG&A expenses. Adjusted operating profit margin was down 330 basis points to

13.7 percent. Unfavorable trade expense timing was a 13-point headwind to operating profit growth and a 190-basis point headwind to adjusted operating profit margin

in the quarter.

•

Net earnings attributable to General Mills of $294 million were down 47 percent and diluted

EPS was down 46 percent to $0.53, driven primarily by lower operating profit and lower after-tax earnings from joint ventures, partially offset by a lower effective tax rate and lower net shares

outstanding. Adjusted diluted EPS of $0.74 was down 27 percent in constant currency, driven primarily by lower adjusted operating profit, partially offset by lower net shares outstanding.

Full Year Results Summary

•

Net sales of $19.5 billion were down 2 percent, driven by lower pound volume and unfavorable net

price realization and mix. Organic net sales were also down 2 percent.

•

Gross margin was down 30 basis points to 34.6 percent of net sales, driven primarily by input cost

inflation, unfavorable net price realization and mix, and volume deleverage, partially offset by Holistic Margin Management (HMM) cost savings. Adjusted gross margin was also down 30 basis points to 34.5 percent of net sales.

•

Operating profit of $3.3 billion was down 4 percent, driven primarily by lower gross profit

dollars and higher SG&A expenses, partially offset by lower restructuring, transformation, impairment, and other exit costs and a divestiture gain this year. Operating profit margin of 17.0 percent was down 30 basis points. Adjusted

operating profit of $3.4 billion was down 7 percent in constant currency, driven by lower adjusted gross profit dollars and higher adjusted SG&A expenses. Adjusted operating profit margin was down 90 basis points to 17.2 percent.

•

Net earnings attributable to General Mills of $2.3 billion were down 8 percent and diluted

EPS was down 5 percent to $4.10, driven primarily by lower operating profit, higher net interest expense, and lower after-tax earnings from joint ventures, partially offset by lower net shares

outstanding. Adjusted diluted EPS of $4.21 was down 7 percent in constant currency, driven primarily by lower adjusted operating profit, higher net interest expense, and a higher adjusted effective tax rate, partially offset by lower net shares

outstanding.

Operating Segment Results

•

The following transactions impacted the comparability of financial results between fiscal 2024 and fiscal 2025:

the acquisition of the Edgard & Cooper pet food business in the fourth quarter of fiscal 2024, the acquisition of the North American Whitebridge Pet Brands business in the third quarter of fiscal 2025, and the divestiture of the Canada

yogurt business in the third quarter of fiscal 2025.

•

Tables may not foot due to rounding.

Components of Fiscal 2025 Reported Net

Sales Growth

Fourth Quarter

Volume

Price/Mix

Foreign

Exchange

Reported

Net Sales

North America Retail

(6) pts

(4) pts

—

(10

)%

North America Pet

7 pts

5 pts

—

12

%

North America Foodservice

(1) pt

(1) pt

—

(2

)%

International

1 pt

11 pts

(2) pts

11

%

Total

(2) pts

(1) pt

—

(3

)%

Full Year

North America Retail

(4) pts

—

—

(5

)%

North America Pet

4 pts

—

—

4

%

North America Foodservice

1 pt

1 pt

—

2

%

International

3 pts

1 pt

(2) pts

2

%

Total

(1) pt

(1) pt

—

(2

)%

Components of Fiscal 2025 Organic Net Sales

Growth

Fourth Quarter

Organic

Volume

Organic

Price/Mix

Organic

Net Sales

Foreign

Exchange

Acquisitions &

Divestitures

Reported

Net Sales

North America Retail

(1) pt

(7) pts

(7

)%

—

(3) pts

(10

)%

North America Pet

3 pts

—

3

%

—

9 pts

12

%

North America Foodservice

—

(1) pt

(1

)%

—

—

(2

)%

International

(1) pt

10 pts

9

%

(2) pts

4 pts

11

%

Total

—

(3) pts

(3

)%

—

—

(3

)%

Full Year

North America Retail

(2) pts

(1) pt

(3

)%

—

(1) pt

(5

)%

North America Pet

3 pts

(2) pts

Flat

—

4 pts

4

%

North America Foodservice

1 pt

1 pt

2

%

—

—

2

%

International

1 pt

—

Flat

(2) pts

4 pts

2

%

Total

—

(1) pt

(2

)%

—

—

(2

)%

Fiscal 2025 Segment Operating Profit

Growth

Fourth Quarter

% Change as Reported

% Change in Constant Currency

North America Retail

(29

)%

(29

)%

North America Pet

(3

)%

(3

)%

North America Foodservice

5

%

5

%

International

50

%

42

%

Total

(20

)%

(20

)%

Full Year

North America Retail

(11

)%

(11

)%

North America Pet

3

%

3

%

North America Foodservice

13

%

13

%

International

(23

)%

(33

)%

Total

(8

)%

(8

)%

North America Retail Segment

Fourth-quarter net sales for General Mills’ North America Retail segment were down 10 percent to $2.6 billion, driven by lower pound volume and

unfavorable net price realization and mix. The Canada yogurt divestiture reduced net sales by 3 percent. Organic net sales were down 7 percent. Nielsen-measured retail sales were down 4 percent in the quarter, with the 3-point gap to organic net sales growth driven primarily by an expected headwind from trade expense timing. Investments in consumer value and product news drove improved volume trends in the quarter, with organic

pound volume down 1 percent and the segment holding or gaining pound share in 64 percent of its top 10 U.S. categories. Net sales were down double digits for the U.S. Snacks operating unit and downmid-single digits for U.S. Morning Foods and U.S. Meals & Baking Solutions. Net sales were down double digits for Canada in constant currency, due primarily to the Canada yogurt divestiture. Segment

operating profit of $474 million was down 29 percent as reported and in constant currency, driven primarily by unfavorable net price realization and mix, input cost inflation, and lower volume, partially offset by HMM cost savings.

Unfavorable trade expense timing was a 17-point headwind to operating profit growth in the quarter.

For the full year, North America Retail segment net sales were down 5 percent to $11.9 billion. Organic net sales were also down

3 percent. Segment operating profit of $2.7 billion was down 11 percent as reported and in constant currency, driven primarily by lower volume and higher input costs.

North America Pet Segment

Fourth-quarter net sales for

the T6North America Pet segment were up 12 percent to $675 million, including a 9-point benefit from the North American Whitebridge Pet Brands acquisition. Organic net sales were up 3 percent and

outpaced all-channel retail sales results by approximately 3 points, primarily driven by an increase in retailer inventory ahead of first-quarter customer activations. Including the Whitebridge acquisition,

net sales in the quarter were up double digits for wet pet food and pet treats, and up mid-single digits for dry pet food. Segment operating profit of $140 million was down 3 percent, driven by

higher input costs and a double-digit increase in media investment, partially offset by favorable net price realization and mix and higher volume.

For the full year, North America Pet segment net sales were up 4 percent to $2.5 billion. Organic net sales essentially matched year-ago levels, with higher organic pound volume partially offset by unfavorable organic net price realization and mix. The segment improved its competitiveness, including growing market share in dog feeding, which

represented 60 percent of its U.S. retail sales. Segment operating profit increased 3 percent to $501 million, driven primarily by HMM cost savings, partially offset by a double-digit increase in media investment and unfavorable net

price realization and mix.

North America Foodservice Segment

Fourth-quarter net sales for the North America Foodservice segment were down 2 percent to $579 million. Organic net sales were down 1 percent,

driven by declines on bakery flour and breads. Segment operating profit increased 5 percent to $83 million, driven primarily by HMM cost savings, partially offset by input cost inflation.

For the full year, North America Foodservice net sales increased 2 percent to $2.3 billion. Organic net sales were also up

2 percent including a 1-point headwind from market index pricing on bakery flour. The segment held or gained market share in 71 percent of its priority businesses, led by strong performance in K-12 schools and healthcare channels. Segment operating profit was up 13 percent to $355 million, driven primarily by HMM cost savings and favorable net price realization and mix, partially offset by input

cost inflation and higher SG&A expenses.

International Segment

Fourth-quarter net sales for the International segment were up 11 percent to $739 million, including a4-point benefit from the Edgard & Cooper acquisition and a 2-point headwind from unfavorable foreign currency exchange. Organic net sales were up

9 percent, led by strong growth in Brazil and distributor markets. Segment operating profit was up 50 percent to $34 million. Constant-currency segment operating profit was up 42 percent, driven primarily by favorable net price

realization and mix, partially offset by higher input costs and higher SG&A expenses.

For the full year, International net sales were

up 2 percent to $2.8 billion, including a 4-point benefit from the Edgard & Cooper acquisition and a 2-point headwind from unfavorable foreign

currency exchange. Organic net sales essentially matched year-ago levels. The segment held or gained market share in 59 percent of its priority businesses. Segment operating profit totaled

$96 million versus $125 million a year ago, driven primarily by input cost inflation, higher SG&A expenses, and unfavorable net price realization and mix, partially offset by HMM cost savings and higher volume.

Joint Venture Summary

Fourth-quarter

constant-currency net sales were down 6 percent for Cereal Partners Worldwide (CPW) and increased 1 percent for Häagen-Dazs Japan (HDJ). Combinedafter-tax earnings from joint ventures totaled a $6 million loss compared to earnings of $19 million a year ago, driven by a non-cash asset impairment charge

related to supply chain simplification at CPW in this year’s fourth quarter. For the full year, after-tax earnings from joint ventures totaled $58 million compared to $85 million a year ago.

Other Income Statement Items

Full-year

unallocated corporate items totaled $396 million net expense in fiscal 2025 compared to $334 million net expense a year ago (please see Note 4 below for more information on these expenses). Excludingmark-to-market valuation effects and other items affecting comparability, unallocated corporate items totaled $331 million net expense this year compared to

$404 million net expense a year ago.

Divestiture gain totaled $96 million for the full year related to the sale of the Canada

yogurt business (please see Note 2 below for more information on this transaction). Restructuring, transformation, impairment, and other exit costs totaled $78 million in fiscal 2025 compared to $241 million a year ago (please

see Note 3 below for more information on these charges). Benefit plan non-service income totaled $54 million in fiscal 2025 compared to $76 million a year ago, driven by higher amortization of

losses and higher interest costs.

Net interest expense totaled $524 million in fiscal 2025 compared to $479 million a year ago,

driven primarily by higher average long-term debt levels. The effective tax rate for fiscal 2025 was 20.2 percent compared to 19.6 percent last year (please see Note 6 below for more information on our effective tax rate). The

adjusted effective tax rate was 20.6 percent compared to 20.1 percent a year ago, driven primarily by certain non-recurring discrete tax benefits in fiscal 2024, partially offset by favorable

earnings mix by jurisdiction in fiscal 2025.

Cash Flow Generation and Cash Returns

Cash provided by operating activities totaled $2.9 billion in fiscal 2025 compared to $3.3 billion a year ago, driven primarily by lower net earnings

excluding the impact of the divestiture gain in fiscal 2025 and changes in restructuring, transformation, impairment, and other exit costs. Capital investments totaled $625 million compared to $774 million a year ago. Full-year operating

cash flow conversion was 126 percent of after-tax earnings and free cash flow conversion was 97 percent of adjusted after-tax earnings. Dividends paid

decreased 2 percent to $1.3 billion, driven by lower average shares outstanding. T7General Mills repurchased approximately 19 million shares of common stock in fiscal 2025 for a total of $1.2 billion compared to $2.0 billion

in share repurchases a year ago. Average diluted shares outstanding decreased 4 percent in fiscal 2025 to 558 million.

Global Transformation Initiative

In the fourth quarter of fiscal 2025, General Mills announced a multi-year global transformation initiative aligned with its Accelerate strategy and designed

to accelerate growth. The initiative is focused on streamlining end-to-end business processes and identifying new ways of working that match today’s evolving

business environment, using new tools, technologies, and operating models to enable greater agility. By optimizing how work gets done, General Mills will be able to invest more resources in driving growth. G1T8The company expects the global

transformation initiative and additional efficiency efforts to generate $100 million in incremental cost savings in fiscal 2026.

Dividend

Increase

The General Mills board of directors declared a quarterly dividend of $0.61 per share, payable August 1, 2025, to shareholders of

record July 10, 2025. This represents a 2 percent increase from the previous quarterly rate of $0.60 per share. General Mills and its predecessor company have paid dividends without interruption for 126 years.

Fiscal 2026 Outlook

General Mills’ top

priority in fiscal 2026 is to restore volume-driven organic net sales growth. The company expects category growth to be below its long-term projections, reflecting less benefit from price/mix amid a continued challenging consumer backdrop. To

strengthen its categories and market share performance, the company plans to increase investment in consumer value, product news, innovation, and brand building, guided by its remarkable experience framework. This includes a significant strategic

investment to launch Blue Buffalo into the fast-growing U.S. fresh pet food sub-category later in calendar 2025. The company expects the combination of these growth investments, T9input cost inflation (including

the impact of recently enacted tariffs), and a reset of corporate incentive will outpace an expectation for HMM cost savings of 5 percent of cost of goods sold, $100 million in global transformation initiative savings, and benefits from a

53rd week in fiscal 2026. And as previously noted, the company expects the net impact of the U.S. and Canada Yogurt divestitures and the North American Whitebridge Pet Brands acquisition will

reduce adjusted operating profit growth by approximately 5 points in fiscal 2026.

With these assumptions in mind, General Mills outlined its full-year

financial targets for fiscal 2026²:

•

G2Organic net sales are expected to range between down 1 percent and up 1 percent.

•

G3T10Adjusted operating profit is expected to be down 10 to 15 percent in constant currency from the base

of $3.4 billion reported in fiscal 2025.

•

G4Adjusted diluted EPS is also expected to be down 10 to 15 percent in constant currency from the base

of $4.21 earned in fiscal 2025.

•

G5Free cash flow conversion is expected to be at least 95 percent of adjusted after-tax earnings.

•

The net impact of divestitures, acquisitions, foreign currency exchange, and the 53rd week is expected to reduce full-year net sales growth by approximately 4 percent. Foreign currency exchange is not expected to have a material impact on adjusted operating profit or adjusted

diluted EPS growth.

•

Given the completion of regulatory review, General Mills expects to close the sale of its U.S. Yogurt business by

the end of June 2025, subject to the satisfaction of remaining customary closing conditions. This fiscal 2026 outlook assumes the transaction closes at the end of June 2025.

²

Financial targets are provided on a non-GAAP basis because certain

information necessary to calculate comparable GAAP measures is not available. Please see Note 7 to the Consolidated Financial Statements below for discussion of the unavailable information.

General Mills will issue pre-recorded management remarks today,

June 25, 2025, at approximately 6:30 a.m. Central time (7:30 a.m. Eastern time) and will hold a live, webcasted question and answer session beginning at 8:00 a.m. Central time (9:00 a.m. Eastern time). Thepre-recorded remarks and the webcast will be made available at www.generalmills.com/investors.

This press

release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on our current expectations and assumptions. These forward-looking statements, including the statements under the

caption “Fiscal 2026 Outlook,” and statements made by Mr. Harmening, are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking

statements. In particular, our predictions about future net sales and earnings could be affected by a variety of factors, including: imposed and threatened tariffs by the United States and its trading partners; disruptions or inefficiencies in the

supply chain; competitive dynamics in the consumer foods industry and the markets for our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our competitors; economic conditions,

including changes in inflation rates, interest rates, tax rates, tariffs, or the availability of capital; product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing actions and

changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in the legal and regulatory environment, including tax legislation, labeling and advertising regulations, and litigation;

impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets; changes in accounting standards and the impact of critical accounting estimates; product

quality and safety issues, including recalls and product liability; changes in consumer demand for our products; effectiveness of advertising, marketing, and promotional programs; changes in consumer behavior, trends, and preferences, including

weight loss trends; consumer perception of health-related issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers; fluctuations in the cost and availability of supply

chain resources, including raw materials, packaging, energy, and transportation; effectiveness of restructuring and cost saving initiatives; volatility in the market value of derivatives used to manage price risk for certain commodities; benefit

plan expenses due to changes in plan asset values and discount rates used to determine plan liabilities; failure or breach of our information technology systems; foreign economic conditions, including currency rate fluctuations; and political unrest

in foreign markets and economic uncertainty due to terrorism or war. The company undertakes no obligation to publicly revise any forward-looking statement to reflect any future events or circumstances.

# # #

Contacts

(Investors) Jeff Siemon:+1-763-764-2301

(Media) Chelcy

Walker: +1-763-764-6364

Consolidated Statements of Earnings and Supplementary Information

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except per Share Data)

Fiscal Year

2025

% Change

2024

% Change

2023

(Unaudited)

Net sales

$

19,486.6

(2

%)

$

19,857.2

(1

%)

$

20,094.2

Cost of sales

12,753.6

(1

%)

12,925.1

(5

%)

13,548.4

Selling, general, and administrative expenses

3,445.8

6

%

3,259.0

(7

%)

3,500.4

Divestitures gain, net

(95.9

)

NM

—

NM

(444.6

)

Restructuring, transformation, impairment, and other exit costs

78.3

(68

%)

241.4

NM

56.2

Operating profit

3,304.8

(4

%)

3,431.7

Flat

3,433.8

Benefit plan non-service income

(54.4

)

(28

%)

(75.8

)

(15

%)

(88.8

)

Interest, net

524.2

9

%

479.2

25

%

382.1

Earnings before income taxes and after-tax earnings

from joint ventures

2,835.0

(6

%)

3,028.3

(4

%)

3,140.5

Income taxes

573.7

(3

%)

594.5

(3

%)

612.2

After-tax earnings from joint ventures

57.6

(32

%)

84.8

4

%

81.3

Net earnings, including earnings attributable to noncontrolling interests

2,318.9

(8

%)

2,518.6

(3

%)

2,609.6

Net earnings attributable to noncontrolling interests

23.7

8

%

22.0

40

%

15.7

Net earnings attributable to General Mills

$

2,295.2

(8

%)

$

2,496.6

(4

%)

$

2,593.9

Earnings per share - basic

$

4.12

(5

%)

$

4.34

Flat

$

4.36

Earnings per share - diluted

$

4.10

(5

%)

$

4.31

Flat

$

4.31

Dividends per share

$

2.40

2

%

$

2.36

9

%

$

2.16

Fiscal Year

Comparisons as a % of net sales:

2025

Basis Pt

Change

2024

Basis Pt

Change

2023

Gross margin

34.6

%

(30

)

34.9

%

230

32.6

%

Selling, general, and administrative expenses

17.7

%

130

16.4

%

(100

)

17.4

%

Operating profit

17.0

%

(30

)

17.3

%

20

17.1

%

Net earnings attributable to General Mills

11.8

%

(80

)

12.6

%

(30

)

12.9

%

Fiscal Year

Adjusted comparisons as a % of net sales (a):

2025

Basis Pt

Change

2024

Basis Pt

Change

2023

Adjusted gross margin

34.5

%

(30

)

34.8

%

60

34.2

%

Adjusted operating profit

17.2

%

(90

)

18.1

%

90

17.2

%

Adjusted net earnings attributable to General Mills

12.0

%

(120

)

13.2

%

30

12.9

%

(a)

See Note 7 for a reconciliation of these measures not defined by generally accepted accounting principles

(GAAP).

See accompanying notes to consolidated financial statements.

Consolidated Statements of Earnings and Supplementary Information

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

Quarter Ended

May 25, 2025

May 26, 2024

% Change

Net sales

$

4,556.2

$

4,713.9

(3

%)

Cost of sales

3,082.2

3,025.6

2

%

Selling, general, and administrative expenses

894.3

798.3

12

%

Restructuring, transformation, impairment, and other exit costs

75.7

110.8

(32

%)

Operating profit

504.0

779.2

(35

%)

Benefit plan non-service income

(12.8

)

(20.1

)

(36

%)

Interest, net

139.7

122.7

14

%

Earnings before income taxes and after-tax earnings

from joint ventures

377.1

676.6

(44

%)

Income taxes

69.1

136.0

(49

%)

After-tax (losses) earnings from joint

ventures

(6.0

)

19.1

NM

Net earnings, including earnings attributable to noncontrolling interests

302.0

559.7

(46

%)

Net earnings attributable to noncontrolling interests

8.0

2.2

264

%

Net earnings attributable to General Mills

$

294.0

$

557.5

(47

%)

Earnings per share — basic

$

0.53

$

0.98

(46

%)

Earnings per share — diluted

$

0.53

$

0.98

(46

%)

Quarter Ended

Comparisons as a % of net sales:

May 25, 2025

May 26, 2024

Basis Pt Change

Gross margin

32.4

%

35.8

%

(340

)

Selling, general, and administrative expenses

19.6

%

16.9

%

270

Operating profit

11.1

%

16.5

%

(540

)

Net earnings attributable to General Mills

6.5

%

11.8

%

(530

)

Quarter Ended

Adjusted comparisons as a % of net sales (a):

May 25, 2025

May 26, 2024

Basis Pt Change

Adjusted gross margin

32.7

%

34.9

%

(220

)

Adjusted operating profit

13.7

%

17.0

%

(330

)

Adjusted net earnings attributable to General Mills

8.8

%

12.2

%

(340

)

(a)

See Note 7 for a reconciliation of these measures not defined by generally accepted accounting principles

(GAAP)

See accompanying notes to consolidated financial statements.

Operating Segment Results and Supplementary Information

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions)

Fiscal Year

2025

% Change

2024

% Change

2023

(Unaudited)

Net sales:

North America Retail

$

11,907.0

(5

%)

$

12,473.4

(1

%)

$

12,659.9

International

2,797.8

2

%

2,746.5

(1

%)

2,769.5

North America Pet

2,470.8

4

%

2,375.8

(4

%)

2,473.3

North America Foodservice

2,300.9

2

%

2,258.7

3

%

2,191.5

Total segment sales

19,476.5

(2

%)

19,854.4

(1

%)

20,094.2

Corporate and other

10.1

NM

2.8

NM

—

Total net sales

$

19,486.6

(2

%)

$

19,857.2

(1

%)

$

20,094.2

Operating profit:

North America Retail

$

2,729.9

(11

%)

$

3,080.4

(3

%)

$

3,181.3

International

96.4

(23

%)

125.2

(23

%)

161.8

North America Pet

501.0

3

%

485.9

9

%

445.5

North America Foodservice

355.4

13

%

315.5

9

%

290.0

Total segment operating profit

$

3,682.7

(8

%)

$

4,007.0

(2

%)

$

4,078.6

Unallocated corporate items

395.5

18

%

333.9

(68

%)

1,033.2

Divestitures gain, net

(95.9

)

NM

—

NM

(444.6

)

Restructuring, transformation, impairment, and other

exit costs

78.3

(68

%)

241.4

NM

56.2

Operating profit

$

3,304.8

(4

%)

$

3,431.7

Flat

$

3,433.8

See accompanying notes to the consolidated financial statements.

Operating Segment Results and Supplementary Information

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Quarter Ended

May 25, 2025

May 26, 2024

% Change

Net sales:

North America Retail

$

2,559.8

$

2,853.3

(10

%)

International

738.9

667.5

11

%

North America Pet

675.2

602.1

12

%

North America Foodservice

579.4

589.0

(2

%)

Total segment net sales

$

4,553.3

$

4,711.9

(3

%)

Corporate and other

2.9

2.0

45

%

Total net sales

$

4,556.2

$

4,713.9

(3

%)

Operating profit:

North America Retail

$

473.8

$

670.1

(29

%)

International

33.7

22.4

50

%

North America Pet

140.1

143.9

(3

%)

North America Foodservice

83.1

79.2

5

%

Total segment operating profit

$

730.7

915.6

(20

%)

Unallocated corporate items

151.0

25.6

NM

Restructuring, transformation, impairment, and other exit costs

75.7

110.8

(32

%)

Operating profit

$

504.0

$

779.2

(35

%)

See accompanying notes to the consolidated financial statements.

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

May 25,

2025

May 26,

2024

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

363.9

$

418.0

Receivables

1,795.9

1,696.2

Inventories

1,910.8

1,898.2

Prepaid expenses and other current assets

464.7

568.5

Assets held for sale

740.4

—

Total current assets

5,275.7

4,580.9

Land, buildings, and equipment

3,632.6

3,863.9

Goodwill

15,622.4

14,750.7

Other intangible assets

7,081.4

6,979.9

Other assets

1,459.0

1,294.5

Total assets

$

33,071.1

$

31,469.9

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

4,009.5

$

3,987.8

Current portion of long-term debt

1,528.4

1,614.1

Notes payable

677.0

11.8

Other current liabilities

1,624.0

1,419.4

Liabilities held for sale

18.4

—

Total current liabilities

7,857.3

7,033.1

Long-term debt

12,673.2

11,304.2

Deferred income taxes

2,100.8

2,200.6

Other liabilities

1,228.6

1,283.5

Total liabilities

23,859.9

21,821.4

Stockholders’ equity:

Common stock, 754.6 shares issued, $0.10 par value

75.5

75.5

Additional paid-in capital

1,218.8

1,227.0

Retained earnings

21,917.8

20,971.8

Common stock in treasury, at cost, shares of 212.2 and 195.5

(11,467.9

)

(10,357.9

)

Accumulated other comprehensive loss

(2,545.0

)

(2,519.7

)

Total stockholders’ equity

9,199.2

9,396.7

Noncontrolling interests

12.0

251.8

Total equity

9,211.2

9,648.5

Total liabilities and equity

$

33,071.1

$

31,469.9

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions)

Fiscal Year

2025

2024

(Unaudited)

Cash Flows - Operating Activities

Net earnings, including earnings attributable to noncontrolling interests

$

2,318.9

$

2,518.6

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

539.0

552.7

After-tax earnings from joint ventures

(57.6

)

(84.8

)

Distributions of earnings from joint ventures

44.6

50.4

Stock-based compensation

91.7

95.3

Deferred income taxes

(120.9

)

(48.5

)

Pension and other postretirement benefit plan contributions

(30.8

)

(30.1

)

Pension and other postretirement benefit plan costs

(12.7

)

(27.0

)

Divestiture gain

(95.9

)

—

Restructuring, transformation, impairment, and other exit costs

74.3

223.5

Changes in current assets and liabilities, excluding the effects of

acquisitions and divestiture

192.4

10.6

Other, net

(24.8

)

41.9

Net cash provided by operating activities

2,918.2

3,302.6

Cash Flows - Investing Activities

Purchases of land, buildings, and equipment

(625.3

)

(774.1

)

Acquisitions, net of cash acquired

(1,419.3

)

(451.9

)

Investments in affiliates, net

13.3

(2.7

)

Proceeds from disposal of land, buildings, and equipment

1.1

0.8

Proceeds from divestiture

241.8

—

Other, net

(6.5

)

30.5

Net cash used by investing activities

(1,794.9

)

(1,197.4

)

Cash Flows - Financing Activities

Change in notes payable

667.1

(20.5

)

Issuance of long-term debt

2,354.9

2,065.2

Payment of long-term debt

(1,300.0

)

(901.5

)

Repurchase of Class A limited membership interests in General Mills Cereals, LLC

(252.8

)

—

Proceeds from common stock issued on exercised options

43.0

25.5

Purchases of common stock for treasury

(1,202.9

)

(2,002.4

)

Dividends paid

(1,338.7

)

(1,363.4

)

Distributions to noncontrolling interest holders

(21.6

)

(21.3

)

Other, net

(129.1

)

(53.9

)

Net cash used by financing activities

(1,180.1

)

(2,272.3

)

Effect of exchange rate changes on cash and cash equivalents

2.7

(0.4

)

Decrease in cash and cash equivalents

(54.1

)

(167.5

)

Cash and cash equivalents - beginning of year

418.0

585.5

Cash and cash equivalents - end of year

$

363.9

$

418.0

Cash flow from changes in current assets and liabilities, excluding the effects of

acquisitions and divestiture:

Receivables

$

(79.0

)

$

(1.8

)

Inventories

(18.5

)

287.6

Prepaid expenses and other current assets

80.8

167.0

Accounts payable

86.7

(251.2

)

Other current liabilities

122.4

(191.0

)

Changes in current assets and liabilities

$

192.4

$

10.6

See accompanying notes to consolidated financial statements.

GENERAL MILLS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)

The accompanying Consolidated Financial Statements of General Mills, Inc. (we, us, our, General Mills, or the

Company) have been prepared in accordance with accounting principles generally accepted in the United States for annual and interim financial information. In the opinion of management, all adjustments considered necessary for a fair presentation

have been included and are of a normal recurring nature.

Our fiscal year ends on the last Sunday in May. Our India

business is on an April fiscal year end. In addition, the consolidated results of certain recent acquisitions are reported on a one-month lag. Please see Note 2 for more information.

(2)

During the third quarter of fiscal 2025, we acquired NX Pet Holding, Inc., representing Whitebridge Pet

Brands’ North American premium cat feeding and pet treating business, for a purchase price of $1.4 billion (Whitebridge Pet Brands acquisition). We financed the transaction with cash on hand and new debt. We consolidated Whitebridge Pet

Brands into our Consolidated Balance Sheets and recorded goodwill of $1,087 million, an indefinite-lived intangible asset for the Tiki Pets brand totaling $289 million, and a finite-lived customer relationship asset of

$31 million. The goodwill is included in the North America Pet segment and is not deductible for tax purposes. The pro forma effects of this acquisition were not material. We have conducted a preliminary assessment of the fair value of the

acquired assets and liabilities of the business and we are continuing our review of these items during the measurement period. If new information is obtained about facts and circumstances that existed at the acquisition date, the acquisition

accounting will be revised to reflect the resulting adjustments to current estimates of those items. The consolidated results are reported in our North America Pet operating segment on a one-month lag.

During the second quarter of fiscal 2025, we entered into definitive agreements to sell our North American yogurt

businesses to affiliates of Groupe Lactalis S.A. (Lactalis) and Sodiaal International (Sodiaal) for approximately $2.1 billion. During the third quarter of fiscal 2025, we completed the sale of our Canada yogurt business to Sodiaal and recorded

a pre-tax gain of $95.9 million. Subsequent to the end of fiscal 2025, the regulatory review for the sale of our United States yogurt business to Lactalis was completed, and the transaction was cleared to

close subject to completion of other customary closing conditions. We expect to close the transaction and record a pre-tax gain on the sale of this business in the first quarter of fiscal 2026. We have

classified relevant assets and liabilities associated with our United States yogurt business as held for sale in our Consolidated Balance Sheets as of May 25, 2025.

During the fourth quarter of fiscal 2024, we acquired a pet food business in Europe for a purchase price of $434 million, net of cash

acquired. During fiscal 2025, we paid $8 million related to a purchase price holdback after closing conditions were met. We financed the transaction with cash on hand. We consolidated the business into our Consolidated Balance Sheets and

recorded goodwill of $318 million, an indefinite-lived brand intangible asset of $118 million, and a finite-lived customer relationship asset of $14 million. The goodwill is included in the International segment and is not deductible

for tax purposes. The pro forma effects of this acquisition were not material. The consolidated results of the business are reported as part of our International operating segment on a one-month lag.

During the first quarter of fiscal 2023, we acquired TNT Crust, a manufacturer of high-quality frozen pizza crusts for regional and national

pizza chains, foodservice distributors, and retail outlets, for a purchase price of $253 million. We financed the transaction with U.S. commercial paper. We consolidated the TNT Crust business into our Consolidated Balance Sheets and recorded

goodwill of $157 million. The goodwill is included in the North America Foodservice segment and is not deductible for tax purposes. The pro forma effects of this acquisition were not material.

During the first quarter of fiscal 2023, we completed the asset sale of our Helper main meals and Suddenly Salad side dishes business to Eagle

Family Foods Group for $607 million and recorded a pre-tax gain of $442 million.

(3)

Restructuring, transformation, and impairment charges and restructuring initiative project-related costs are

recorded in our Consolidated Statements of Earnings as follows:

Quarter Ended

Fiscal Year

In Millions

May 25,

2025

May 26,

2024

2025

2024

2023

Restructuring, transformation, impairment, and other exit costs

$

75.7

$

110.8

$

78.3

$

241.4

$

56.2

Cost of sales

8.2

0.6

9.2

17.6

4.8

Total restructuring, transformation, and impairment charges

83.9

111.4

87.5

259.0

61.0

Restructuring initiative project-related costs classified in cost of sales

$

0.1

$

0.4

$

0.5

$

2.0

$

2.4

In fiscal 2025, we approved a multi-year global transformation initiative to drive increased productivity by

enhancing end-to-end business processes, enabled by targeted organizational actions. We expect to incur approximately $130 million of restructuring and

transformation charges related to these actions, of which approximately $120 million will be cash. These charges are expected to consist primarily of severance and other benefit costs, as well as other charges, including consulting and

professional fees. We recognized $69 million of severance and other benefit costs and $1 million of other costs in fiscal 2025 related to these actions. We expect these actions to be completed by the end of fiscal 2028.

(4)

Unallocated corporate expense totaled $151 million in the fourth quarter of fiscal 2025, compared to

$26 million in the same period last year. In the fourth quarter of fiscal 2024, we recorded a $53 million legal recovery. We recorded an $8 million net increase in expense related to the mark-to-market valuation of certain commodity positions and grain inventories in the fourth quarter of fiscal 2025, compared to a $45 million net decrease in expense in the same period last year. We

recorded $16 million of transaction costs related to the definitive agreements to sell our North American yogurt businesses in the fourth quarter of fiscal 2025, compared to $13 million of transaction costs in the fourth quarter of fiscal

2024, primarily related to our acquisition of a pet food business in Europe. We also recorded $7 million of integration costs in the fourth quarter of fiscal 2025, related to the fiscal 2025 acquisition of Whitebridge Pet Brands and the fiscal

2024 acquisition of a pet food business in Europe. In addition, we recorded $3 million of net losses related to valuation adjustments on certain corporate investments in the fourth quarter of fiscal 2025, compared to $7 million of net

gains related to valuation adjustments on certain corporate investments in the same period last year. In the fourth quarter of fiscal 2025, we recorded $8 million of restructuring charges in cost of sales, compared to $1 million of

restructuring charges in cost of sales in the same period last year.

Unallocated corporate expense totaled

$396 million in fiscal 2025, compared to $334 million last year. In fiscal 2024, we recorded a $53 million legal recovery. We recorded $49 million of transaction costs related to the definitive agreements to sell our North

American yogurt businesses and the Whitebridge Pet Brands acquisition in fiscal 2025, compared to $14 million of transaction costs in fiscal 2024, primarily related to our acquisition of a pet food business in Europe. We also recorded

$14 million of integration costs in fiscal 2025, related to the acquisition of Whitebridge Pet Brands and the acquisition of a pet food business in Europe. In fiscal 2024, we recorded $30 million of net recoveries related to a voluntary

recall on certain international Häagen-Dazs ice cream products in fiscal 2023. We recorded a $16 million net decrease in expense related to the mark-to-market valuation of certain commodity positions and grain inventories in fiscal 2025, compared to a $39 million net decrease in expense last year. In addition, we recorded $8 million of net

losses related to valuation adjustments in fiscal 2025, compared to $18 million of net losses related to valuation adjustments and the sale of corporate investments in fiscal 2024. We recorded $9 million of restructuring charges and

$1 million of restructuring initiative project-related costs in cost of sales in fiscal 2025, compared to $18 million of restructuring charges and $2 million of restructuring initiative project-related costs in cost of sales in fiscal

2024. Certain compensation and benefit related expenses decreased in fiscal 2025 compared to fiscal 2024.

(5)

Basic and diluted earnings per share (EPS) were calculated as follows:

Quarter Ended

Fiscal Year

In Millions, Except per Share Data

May 25,

2025

May 26,

2024

2025

2024

2023

Net earnings attributable to General Mills - as reported

$

294.0

$

557.5

$

2,295.2

$

2,496.6

$

2,593.9

Capital appreciation paid on Class A limited membership interests in General Mills

Cereals, LLC (a)

(10.5

)

—

(10.5

)

—

—

Net earnings for EPS calculation

$

283.5

$

557.5

$

2,284.7

$

2,496.6

$

2,593.9

Average number of common shares - basic EPS

548.2

566.2

554.5

575.5

594.8

Incremental share effect from: (b)

Stock options

0.6

1.8

1.2

1.8

3.6

Restricted stock units and performance share units

1.6

2.4

1.8

2.2

2.8

Average number of common shares - diluted EPS

550.4

570.4

557.5

579.5

601.2

Earnings per share - basic

$

0.53

$

0.98

$

4.12

$

4.34

$

4.36

Earnings per share - diluted

$

0.53

$

0.98

$

4.10

$

4.31

$

4.31

(a)

Please see Note 7 for additional information

(b)

Incremental shares from stock options, restricted stock units, and performance share units are computed by the

treasury stock method.

(6)

The effective tax rate for the fourth quarter of fiscal 2025 was 18.3 percent compared to

20.1 percent for the fourth quarter of fiscal 2024. The 1.8 percentage point decrease was primarily due to certain nonrecurring discrete tax benefits and favorable earnings mix by jurisdiction in fiscal 2025. Our adjusted effective tax rate was

19.2 percent in the fourth quarter of fiscal 2025 compared to 20.0 percent in the same period last year (please see Note 7 below for a description of our use of measures not defined by GAAP). The 0.8 percentage point decrease was primarily

due to certain nonrecurring tax benefits in fiscal 2025.

The effective tax rate for fiscal 2025 was 20.2 percent

compared to 19.6 percent in fiscal 2024. The 0.6 percentage point increase was primarily driven by certain nonrecurring tax benefits in fiscal 2024, partially offset by favorable earnings mix by jurisdiction in fiscal 2025. Our adjusted

effective tax rate was 20.6 percent in fiscal 2025, compared to 20.1 percent in fiscal 2024 (please see Note 7 below for a description of our use of measures not defined by GAAP). The 0.5 percentage point increase was primarily due to

certain nonrecurring tax benefits in fiscal 2024, partially offset by favorable earnings mix by jurisdiction in fiscal 2025.

(7)

We have included measures in this release that are not defined by GAAP. For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the non-GAAP measure and the most directly comparable GAAP measure, an

explanation of why we believe the non-GAAP measure provides useful information to investors and any additional material purposes for which our management or Board of Directors uses the non-GAAP measure. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

We provide organic net sales growth rates for our consolidated net sales and segment net sales. This measure is used in reporting to our Board

of Directors and executive management and as a component of the Board of Directors’ measurement of our performance for incentive compensation purposes. We believe that organic net sales growth rates provide useful information to investors

because they provide transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations, acquisitions, divestitures, and a 53rd week, when applicable, have on year-to-year comparability. A reconciliation of these measures to reported net sales growth rates, the relevant GAAP measures, are included in our Operating Segment Results

above.

Certain measures in this release are presented excluding the impact of foreign currency exchange (constant-currency). To present

this information, current period results for entities reporting in currencies other than United States dollars are translated into United States dollars at the average exchange rates in effect during the corresponding period of the prior fiscal

year, rather than the actual average exchange rates in effect during the current fiscal year. Therefore, the foreign currency impact is equal to current year results in local currencies multiplied by the change in the average foreign currency

exchange rate between the current fiscal period and the corresponding period of the prior fiscal year. We believe that these constant-currency measures provide useful information to investors because they provide transparency to underlying

performance by excluding the effect that foreign currency exchange rate fluctuations have on period-to-period comparability given volatility in foreign currency exchange

markets.

Also, certain measures in this release are presented on an adjusted basis. The adjustments are either items resulting from

infrequently occurring events or items that, in management’s judgment, significantly affect the year-to-year assessment of operating results.

Our fiscal 2026 outlook for organic net sales growth, constant-currency adjusted operating

profit and adjusted diluted EPS, and free cash flow conversion are non-GAAP financial measures that exclude, or have otherwise been adjusted for, items impacting comparability, including the effect of foreign

currency exchange rate fluctuations, restructuring and transformation charges, acquisition transaction and integration costs, acquisitions, divestitures, mark-to-marketeffects, and a 53rd week. We are not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts

because we are unable to predict with a reasonable degree of certainty the actual impact of changes in foreign currency exchange rates and commodity prices or the timing or impact of acquisitions, divestitures, and restructuring and transformation

actions throughout fiscal 2026. The unavailable information could have a significant impact on our fiscal 2026 GAAP financial results.

For

fiscal 2026, we currently expect: the net impact from foreign currency exchange rates (based on a blend of forward and forecasted rates and hedge positions), acquisitions and divestitures completed prior to fiscal 2026 and those expected to close in

fiscal 2026, and a 53rd week to reduce net sales growth by approximately 4 percent; foreign currency exchange rates to have an immaterial impact on adjusted operating profit and adjusted diluted EPS growth; and G6restructuring and transformation

charges and transaction and acquisition integration costs related to actions previously announced to total approximately $90 million to $95 million.

Significant Items Impacting Comparability

Several measures below are presented on an adjusted basis. The adjustments are either items resulting from infrequently occurring events or

items that, in management’s judgement, significantly affect the year-to-year assessment of operating results.

The following are descriptions of significant items impacting comparability of our results.

Divestitures gain, net

Divestiture gain related to the sale of our Canada yogurt business fiscal 2025. Net divestitures gain primarily related to the sale of our

Helper main meals and Suddenly Salad side dishes business in fiscal 2023. Please see Note 2.

Restructuring and transformation

charges

Restructuring and transformation charges related to global transformation actions and previously announced restructuring

actions in fiscal 2025. Restructuring charges related to commercial strategy restructuring actions and previously announced restructuring actions in fiscal 2024. Restructuring charges related to global supply chain actions, network optimization

actions, and previously announced restructuring actions in fiscal 2023. Please see Note 3.

Transaction costs

Fiscal 2025 transaction costs related to the definitive agreements to sell our North American yogurt businesses and the Whitebridge Pet Brands

acquisition. Transaction costs primarily related to the acquisition of a pet food business in Europe in fiscal 2024. Transaction costs primarily related to the sale of our Helper main meals and Suddenly Salad side dishes business in fiscal 2023.

Please see Note 2.

CPW asset impairments and restructuring charges

CPW impairment charges related to certain long-lived assets recorded in fiscal 2025. CPW restructuring charges related to previously announced

actions recorded in fiscal 2024 and fiscal 2023.

Mark-to-market effects

Net mark-to-market valuation of certain commodity positions

recognized in unallocated corporate items. Please see Note 4.

Acquisition integration costs

Integration costs related to the acquisitions of Whitebridge Pet Brands and a pet food business in Europe recorded in fiscal 2025. Integration

costs primarily resulting from the acquisition of TNT Crust in fiscal 2024 and fiscal 2023. Please see Note 4.

Capital appreciation

paid on GMC Class A Interests

Capital account appreciation attributable and paid to the third-party holder of General Mills

Cereals, LLC Class A limited membership interests (GMC Class A Interests) in fiscal 2025.

Investment activity, net

Valuation adjustments of certain corporate investments in fiscal 2025. Valuation adjustments and the gain on sale of certain corporate

investments in fiscal 2024. Valuation adjustments and the loss on sale of certain corporate investments in fiscal 2023. Please see Note 4.

Project-related costs

Restructuring initiative project-related costs related to previously announced restructuring actions were recorded in fiscal 2025, fiscal 2024,

and fiscal 2023. Please see Note 3.

Goodwill and other intangible assets impairments

Non-cash impairment charges related to our Latin America reporting unit goodwill and our Top

Chews, True Chews, and EPIC brand intangible assets in fiscal 2024. Please see Note 3.

Legal recovery

Legal recovery recorded in fiscal 2024.

Product recall, net

Net

recoveries recorded in fiscal 2024 and costs recorded in fiscal 2023 related to the fiscal 2023 voluntary recall of certain international Häagen-Dazs ice cream products, net of recoveries. Please

see Note 4.

Adjusted Operating Profit and Related Constant-currency Growth Rate

This measure is used in reporting to our Board of Directors and executive management and as a component of the measurement of our performance for incentive

compensation purposes. We believe that this measure provides useful information to investors because it is the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis. The measure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given the volatility in foreign currency exchange rates.

Our adjusted

operating profit growth on a constant-currency basis is calculated as follows:

Quarter Ended

Fiscal Year

May 25, 2025

May 26, 2024

Change

2025

2024

Change

Operating profit growth as reported

$

504.0

$

779.2

(35

)%

$

3,304.8

$

3,431.7

(4

)%

Divestiture gain

—

—

(95.9

)

—

Restructuring and transformation charges

83.9

8.3

87.5

38.8

Transaction costs

16.2

13.4

49.1

14.0

Mark-to-marketeffects

8.1

(45.0

)

(15.7

)

(39.1

)

Acquisition integration costs

6.7

—

13.9

0.2

Investment activity, net

3.4

(6.7

)

8.3

18.5

Project-related costs

0.1

0.4

0.5

2.0

Goodwill and other intangible assets impairments

—

103.1

—

220.2

Legal recovery

—

(53.2

)

—

(53.2

)

Product recall, net

—

0.4

—

(30.3

)

Adjusted operating profit

$

622.5

$

799.8

(22

)%

$

3,352.6

$

3,602.7

(7

)%

Foreign currency exchange impact

Flat

Flat

Adjusted operating profit growth on a constant-currency basis

(22

)%

(7

)%

Note: Table may not foot due to rounding.

Adjusted Diluted EPS and Related Constant-currency Growth Rate

This measure is used in reporting to our Board of Directors and executive management. We believe that this measure provides useful information to investors

because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year basis.

The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS and the related constant-currency growth rate follows:

Quarter Ended

Fiscal Year

Per Share Data

May 25, 2025

May 26, 2024

Change

2025

2024

Change

Diluted earnings per share, as reported

$

0.53

$

0.98

(46

)%

$

4.10

$

4.31

(5

)%

Divestiture gain

—

—

(0.15

)

—

Restructuring and transformation charges

0.11

0.01

0.12

0.05

Transaction costs

0.03

0.02

0.07

0.02

CPW asset impairments

0.03

—

0.04

—

Mark-to-marketeffects

0.01

(0.06

)

(0.02

)

(0.05

)

Acquisition integration costs

0.01

—

0.02

—

Capital appreciation paid on GMC

Class A Interests

0.02

—

0.02

—

Investment activity, net

—

(0.01

)

0.01

0.02

Goodwill and other intangible assets impairments

—

0.14

—

0.28

Legal recovery

—

(0.07

)

—

(0.07

)

Product recall, net

—

—

—

(0.04

)

Adjusted diluted earnings per share

$

0.74

$

1.01

(27

)%

$

4.21

$

4.52

(7

)%

Foreign currency exchange impact

Flat

Flat

Adjusted diluted earnings per share growth, on a constant-currency basis

(27

)%

(7

)%

Note: Table may not foot due to rounding.

Please see reconciliation of adjusted effective income tax rate below for tax impact of each adjustment.

Adjusted Earnings Comparisons as a Percent of Net Sales

We believe that these measures provide useful information to investors because they are important for assessing our adjusted earnings comparisons as a percent

of net sales on a comparable year-to-year basis.

Our adjusted earnings

comparisons as a percent of net sales are calculated as follows:

Quarter Ended

In Millions

May 25, 2025

May 26, 2024

Comparisons as a % of Net Sales

Value

Percent of

Net Sales

Value

Percent of

Net Sales

Gross margin as reported (a)

$

1,474.0

32.4

%

$

1,688.3

35.8

%

Mark-to-marketeffects

8.1

0.2

%

(45.0

)

(1.0

)%

Restructuring and transformation charges

8.2

0.2

%

0.6

-

%

Project-related costs

0.1

-

%

0.4

-

%

Product recall, net

—

-

%

0.3

-

%

Adjusted gross margin

$

1,490.3

32.7

%

$

1,644.5

34.9

%

Operating profit as reported

$

504.0

11.1

%

$

779.2

16.5

%

Restructuring and transformation charges

83.9

1.8

%

8.3

0.2

%

Transaction costs

16.2

0.4

%

13.4

0.3

%

Mark-to-marketeffects

8.1

0.2

%

(45.0

)

(1.0

)%

Acquisition integration costs

6.7

0.1

%

—

-

%

Investment activity, net

3.4

0.1

%

(6.7

)

(0.1

)%

Project-related costs

0.1

-

%

0.4

-

%

Goodwill and other intangible assets impairments

—

-

%

103.1

2.2

%

Legal recovery

—

-

%

(53.2

)

(1.1

)%

Product recall, net

—

-

%

0.4

-

%

Adjusted operating profit

$

622.5

13.7

%

$

799.8

17.0

%

Net earnings attributable to General Mills as reported

$

294.0

6.5

%

$

557.5

11.8

%

Restructuring and transformation charges, net of tax (b)

64.4

1.4

%

6.0

0.1

%

Transaction costs, net of tax (b)

12.4

0.3

%

11.3

0.2

%

CPW asset impairments, net of tax

16.7

0.4

%

—

-

%

Mark-to-marketeffects, net of tax (b)

6.2

0.1

%

(34.7

)

(0.7

)%

Acquisition integration costs, net of tax (b)

6.4

0.1

%

—

-

%

Investment activity, net, net of tax (b)

2.7

0.1

%

(5.1

)

(0.1

)%

Project-related costs, net of tax (b)

0.1

-

%

0.3

-

%

Goodwill and other intangible assets impairments, net of tax (b)

—

-

%

79.4

1.7

%

Legal recovery, net of tax (b)

—

-

%

(40.3

)

(0.9

)%

Product recall, net, net of tax (b)

—

-

%

0.3

-

%

Adjusted net earnings attributable to General Mills

$

403.0

8.8

%

$

574.7

12.2

%

Note: Table may not foot due to rounding.

For more information on the reconciling items, please see the Significant Items Impacting Comparability section above.

(a)

Net sales less cost of sales.

(b)

See reconciliation of adjusted effective income tax rate below for tax impact of each adjustment.

Fiscal Year

In Millions

2025

2024

2023

Comparisons as a % of Net Sales

Value

Percent of

Net Sales

Value

Percent of

Net Sales

Value

Percent of

Net Sales

Gross margin as reported (a)

$

6,733.0

34.6

%

$

6,932.1

34.9

%

$

6,545.8

32.6

%

Mark-to-marketeffects

(15.7

)

(0.1

)%

(39.1

)

(0.2

)%

291.9

1.5

%

Restructuring charges

9.2

-

%

17.6

0.1

%

4.8

-

%

Project-related costs

0.5

-

%

2.0

-

%

2.4

-

%

Product recall, net

—

-

%

0.2

-

%

25.4

0.1

%

Adjusted gross margin

$

6,727.0

34.5

%

$

6,912.7

34.8

%

$

6,870.2

34.2

%

Operating profit as reported

$

3,304.8

17.0

%

$

3,431.7

17.3

%

$

3,433.8

17.1

%

Divestitures gain, net

(95.9

)

(0.5

)%

—

-

%

(444.6

)

(2.2

)%

Restructuring and transformation charges

87.5

0.4

%

38.8

0.2

%

61.0

0.3

%

Transaction costs

49.1

0.3

%

14.0

0.1

%

0.4

-

%

Mark-to-marketeffects

(15.7

)

(0.1

)%

(39.1

)

(0.2

)%

291.9

1.5

%

Acquisition integration costs

13.9

0.1

%

0.2

-

%

5.9

-

%

Investment activity, net

8.3

-

%

18.5

0.1

%

84.0

0.4

%

Project-related costs

0.5

-

%

2.0

-

%

2.4

-

%

Goodwill and other intangible assets impairments

—

-

%

220.2

1.1

%

—

-

%

Legal recovery

—

-

%

(53.2

)

(0.3

)%

—

-

%

Product recall, net

—

-

%

(30.3

)

(0.2

)%

22.5

0.1

%

Adjusted operating profit

$

3,352.6

17.2

%

$

3,602.7

18.1

%

$

3,457.3

17.2

%

Net earnings attributable to General Mills as reported

$

2,295.2

11.8

%

$

2,496.6

12.6

%

$

2,593.9

12.9

%

Divestitures gain, net, net of tax (b)

(84.8

)

(0.4

)%

—

-

%

(371.4

)

(1.8

)%

Restructuring and transformation charges, net of tax (b)

67.2

0.3

%

28.4

0.1

%

48.4

0.2

%

Transaction costs, net of tax (b)

37.8

0.2

%

11.9

0.1

%

0.2

-

%

CPW asset impairments and restructuring charges,

net of tax

23.3

0.1

%

2.0

-

%

1.0

-

%

Mark-to-marketeffects, net of tax (b)

(12.1

)

(0.1

)%

(30.1

)

(0.2

)%

224.8

1.1

%

Acquisition integration costs, net of tax (b)

11.9

0.1

%

0.2

-

%

4.6

-

%

Investment activity, net, net of tax (b)

6.4

-

%

12.6

0.1

%

66.0

0.3

%

Project-related costs, net of tax (b)

0.4

-

%

1.3

-

%

1.6

-

%

Goodwill and other intangible assets impairments,

net of tax (b)

—

-

%

161.8

0.8

%

—

-

%

Legal recovery, net of tax (b)

—

-

%

(40.3

)

(0.2

)%

—

-

%

Product recall, net, net of tax (b)

—

-

%

(23.3

)

(0.1

)%

17.3

0.1

%

Adjusted net earnings attributable to General Mills

$

2,345.4

12.0

%

$

2,621.1

13.2

%

$

2,586.4

12.9

%

Note: Table may not foot due to rounding.

For more information on the reconciling items, please see the Significant Items Impacting Comparability section above.

(a)

Net sales less cost of sales.

(b)

Please see reconciliation of adjusted effective income tax rate below for tax impact of each adjustment.

Constant-currency Segment Operating Profit Growth Rates

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of our segments by excluding

the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given volatility in foreign currency exchange markets.

Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:

Quarter Ended May 25, 2025

Percentage Change in

Operating Profit as Reported

Impact of Foreign Currency

Exchange

Percentage Change in

Operating Profit on Constant-

Currency Basis

North America Retail

(29

)%

Flat

(29

)%

International

50

%

8pts

42

%

North America Pet

(3

)%

Flat

(3

)%

North America Foodservice

5

%

Flat

5

%

Total segment operating profit

(20

)%

Flat

(20

)%

Fiscal Year Ended May 25, 2025

Percentage Change in

Operating Profit as Reported

Impact of Foreign Currency

Exchange

Percentage Change in

Operating Profit on Constant-

Currency Basis

North America Retail

(11

)%

Flat

(11

)%

International

(23

)%

10pts

(33

)%

North America Pet

3

%

Flat

3

%

North America Foodservice

13

%

Flat

13

%

Total segment operating profit

(8

)%

Flat

(8

)%

Note: Tables may not foot due to rounding.

Adjusted Effective Income Tax Rate

We believe this measure provides useful information to investors because it presents the adjusted effective income tax rate on a comparable year-to-year basis.

Adjusted effective income tax rates are calculated as

follows:

Quarter Ended

May 25, 2025

May 26, 2024

In Millions

Pretax

Earnings (a)

Income

Taxes

Pretax

Earnings (a)

Income

Taxes

As reported

$

377.1

$

69.1

$

676.6

$

136.0

Restructuring and transformation charges

83.9

19.3

8.3

2.4

Transaction costs

16.2

3.7

13.4

2.1

Mark-to-marketeffects

8.1

1.9

(45.0

)

(10.4

)

Acquisition integration costs

6.7

0.4

—

—

Investment activity, net

3.4

0.8

(6.7

)

(1.5

)

Project-related costs

0.1

0.1

0.4

0.2

Goodwill and other intangible assets impairments

—

—

103.1

23.7

Legal recovery

—

—

(53.2

)

(12.9

)

Product recall, net

—

—

0.4

0.1

As adjusted

$

495.5

$

95.2

$

697.3

$

139.5

Effective tax rate:

As reported

18.3

%

20.1

%

As adjusted

19.2

%

20.0

%

Sum of adjustments to income taxes

$

26.1

$

3.5

Average number of common shares - diluted EPS

550.4

570.4

Impact of income tax adjustments on adjusted diluted EPS

$

(0.05

)

$

(0.01

)

Note: Table may not foot due to rounding.

(a)

Earnings before income taxes and after-tax earnings from joint

ventures.

Fiscal Year Ended

May 25, 2025

May 26, 2024

May 28, 2023

In Millions

(Except Per Share Data)

Pretax

Earnings (a)

Income

Taxes

Pretax

Earnings (a)

Income

Taxes

Pretax

Earnings (a)

Income

Taxes

As reported

$

2,835.0

$

573.7

$

3,028.3

$

594.5

$

3,140.5

$

612.2

Divestitures gain, net

(95.9

)

(11.1

)

—

—

(444.6

)

(73.2

)

Restructuring and transformation charges

87.5

20.2

38.8

10.4

61.0

12.6

Transaction costs

49.1

11.3

14.0

2.1

0.4

0.2

Mark-to-marketeffects

(15.7

)

(3.6

)

(39.1

)

(9.0

)

291.9

67.1

Acquisition integration costs

13.9

2.0

0.2

0.1

5.9

1.3

Investment activity, net

8.3

1.9

18.5

5.9

84.0

18.0

Project-related costs

0.5

0.2

2.0

0.7

2.4

0.8

Goodwill and other intangible

assets impairments

—

—

220.2

58.4

—

—

Legal recovery

—

—

(53.2

)

(12.9

)

—

—

Product recall, net

—

—

(30.3

)

(7.0

)

22.5

5.2

As adjusted

$

2,882.7

$

594.6

$

3,199.4

$

643.1

$

3,164.0

$

644.1

Effective tax rate:

As reported

20.2

%

19.6

%

19.5

%

As adjusted

20.6

%

20.1

%

20.4

%

Sum of adjustments to income taxes

$

20.9

$

48.6

$

32.0

Average number of common shares - diluted EPS

557.5

579.5

601.2

Impact of income tax adjustments on adjusted diluted EPS

$

(0.04

)

$

(0.08

)

$

(0.05

)

Note: Table may not foot due to rounding.

(a)

Earnings before income taxes and after-tax earnings from joint

ventures.

Free Cash Flow Conversion Rate

We believe this measure provides useful information to investors because it is important for assessing our efficiency in converting earnings to cash and

returning cash to shareholders. The calculation of free cash flow conversion rate and net cash provided by operating activities conversion rate, its equivalent GAAP measure, follows:

In Millions

Fiscal 2025

Net earnings, including earnings attributable to noncontrolling interests, as reported

$

2,318.9

Divestiture gain, net of tax

(84.8

)

Restructuring and transformation charges, net of tax

67.2

Transaction costs, net of tax

37.8

CPW asset impairments, net of tax

23.3

Mark-to-marketeffects, net of tax

(12.1

)

Acquisition integration costs, net of tax

11.9

Investment activity, net, net of tax

6.4

Project-related costs, net of tax

0.4

Adjusted net earnings, including earnings attributable to noncontrolling interests

$

2,369.1

Net cash provided by operating activities

2,918.2

Purchases of land, buildings, and equipment

(625.3

)

Free cash flow

$

2,292.9

Net cash provided by operating activities conversion rate

126

%

Free cash flow conversion rate

97

%

Please see reconciliation of adjusted effective income tax rate above for tax impact of each adjustment.

Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

000
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

49—0
Recession

recession, downturn, contraction, slowdown

000
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

331
Buybacks

share repurchase, buyback program

1—2

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor