GENERAL MILLS INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
FOR THE QUARTERLY
PERIOD ENDED
FOR THE TRANSITION PERIOD FROM
TO
Commission file number:
________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
,
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
________________
Indicate
by
check
mark
whether
the
registrant
(1)
has
filed
all
reports
required
to
be
filed
by
Section
13
or
15(d)
of
the
Securities
Exchange Act of 1934
during the preceding 12
months (or for such shorter
period that the registrant
was required to file such
reports),
and (2) has been subject to such filing requirements for the past 90 days.
☑
☐
Indicate
by
check
mark
whether
the
registrant
has
submitted
electronically
every
Interactive
Data
File
required
to
be
submitted
pursuant to Rule 405
of Regulation S-T (§
232.405 of this chapter) during
the preceding 12 months (or
for such shorter period that
the
registrant was required to submit such files).
☑
☐
Indicate
by
check
mark
whether
the
registrant
is
a
large
accelerated
filer,
an
accelerated
filer,
a
non-accelerated
filer,
a
smaller
reporting
company,
or
an
emerging
growth
company.
See
the
definitions
of
“large
accelerated
filer,”
“accelerated
filer,”
“smaller
reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
☑
Accelerated filer
☐
☐
Smaller reporting company
Emerging growth company
If
an
emerging
growth
company,
indicate
by
check
mark
if
the
registrant
has
elected
not
to
use
the
extended
transition
period
for
complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes
☐
☑
Number of
shares of
Common Stock
outstanding
as of
September 10,
2025:
treasury).
3
General Mills, Inc.
Table of Contents
Page
4
5
6
7
8
20
34
35
35
35
36
37
4
PART
I.
FINANCIAL INFORMATION
Item 1.
Financial Statements.
Consolidated Statements of Earnings
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
Net sales
$
$
Cost of sales
Selling, general, and administrative expenses
Divestitures gain
(
1,054.4
)
Restructuring, transformation, impairment, and other exit costs
Operating profit
Benefit plan non-service income
(
15.1
)
(
13.9
)
Interest, net
Earnings before income taxes and after-tax earnings
from joint ventures
Income taxes
After-tax earnings from joint ventures
Net earnings, including (loss) earnings attributable to noncontrolling
interests
Net (loss) earnings attributable to noncontrolling interests
(
0.2
)
Net earnings attributable to General Mills
$
$
Earnings per share – basic
$
$
Earnings per share – diluted
$
$
See accompanying notes to consolidated financial statements.
5
Consolidated Statements of Comprehensive Income
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
Net earnings, including (loss) earnings attributable to noncontrolling
interests
$
$
Other comprehensive (loss) income, net of tax:
Foreign currency translation
(
64.7
)
(
61.9
)
Net actuarial loss
(
7.5
)
Other fair value changes:
Hedge derivatives
(
6.0
)
Reclassification to earnings:
Hedge derivatives
Amortization of losses and prior service costs
Other comprehensive loss, net of tax
(
55.0
)
(
56.3
)
Total comprehensive
income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to General Mills
$
$
See accompanying notes to consolidated financial statements.
6
Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Par Value)
Aug. 24, 2025
May 25, 2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
$
Receivables
Inventories
Prepaid expenses and other current assets
Assets held for sale
Total current
assets
Land, buildings, and equipment
Goodwill
Other intangible assets
Other assets
Total assets
$
$
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
$
Current portion of long-term debt
Notes payable
Other current liabilities
Liabilities held for sale
Total current
liabilities
Long-term debt
Deferred income taxes
Other liabilities
Total liabilities
Stockholders’ equity:
Common stock,
Additional paid-in capital
Retained earnings
Common stock in treasury,
at cost, shares of
(
11,866.6
)
(
11,467.9
)
Accumulated other comprehensive loss
(
2,600.5
)
(
2,545.0
)
Total stockholders’
equity
Noncontrolling interests
Total equity
Total liabilities and equity
$
$
See accompanying notes to consolidated financial statements.
7
Consolidated Statements of Total
Equity
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
Shares
Amount
Shares
Amount
Total equity,
beginning balance
$
$
Common stock,
Additional paid-in capital:
Beginning balance
Stock compensation plans
(
11.0
)
(
5.2
)
Unearned compensation related to stock unit awards
(
65.5
)
(
77.1
)
Earned compensation
Shares purchased
(
50.0
)
Ending balance
Retained earnings:
Beginning balance
Net earnings attributable to General Mills
Cash dividends declared ($
(
330.9
)
(
337.8
)
Ending balance
Common stock in treasury:
Beginning balance
(
212.2
)
(
11,467.9
)
(
195.5
)
(
10,357.9
)
Shares purchased, including excise tax of $
(
8.7
)
(
454.0
)
(
4.5
)
(
302.2
)
Stock compensation plans
Ending balance
(
219.9
)
(
11,866.6
)
(
198.8
)
(
10,601.9
)
Accumulated other comprehensive loss:
Beginning balance
(
2,545.0
)
(
2,519.7
)
Comprehensive loss
(
55.5
)
(
56.8
)
Ending balance
(
2,600.5
)
(
2,576.5
)
Noncontrolling interests:
Beginning balance
Comprehensive income
Distributions to noncontrolling interest holders
(
5.0
)
Ending balance
Total equity,
ending balance
$
$
See accompanying notes to consolidated financial statements.
8
Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
Cash Flows - Operating Activities
Net earnings, including (loss) earnings attributable to noncontrolling
interests
$
$
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization
After-tax earnings from joint ventures
(
6.8
)
(
19.2
)
Distributions of earnings from joint ventures
Stock-based compensation
Deferred income taxes
Pension and other postretirement benefit plan contributions
(
5.2
)
(
7.5
)
Pension and other postretirement benefit plan costs
(
6.7
)
(
3.2
)
Divestitures gain
(
1,054.4
)
Restructuring, transformation, impairment, and other exit costs
(
2.7
)
Changes in current assets and liabilities, excluding the effects of
(
107.6
)
Other, net
(
21.3
)
Net cash provided by operating activities
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment
(
109.5
)
(
140.3
)
Acquisition, net of cash acquired
(
7.7
)
Proceeds from divestitures
Proceeds from disposal of land, buildings, and equipment
Other, net
(
1.9
)
(
0.6
)
Net cash provided by (used by) investing activities
(
148.0
)
Cash Flows - Financing Activities
Change in notes payable
(
654.8
)
Proceeds from common stock issued on exercised options
Purchases of common stock for treasury
(
500.0
)
(
300.0
)
Dividends paid
(
330.9
)
(
337.8
)
Distributions to noncontrolling interest holders
(
5.0
)
Other, net
(
21.7
)
(
34.0
)
Net cash used by financing activities
(
1,507.2
)
(
429.4
)
Effect of exchange rate changes on cash and cash equivalents
Increase in cash and cash equivalents
Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of period
$
$
Cash Flows from changes in current assets and liabilities, excluding
the effects of
Receivables
$
$
(
145.6
)
Inventories
(
135.2
)
(
95.7
)
Prepaid expenses and other current assets
Accounts payable
(
252.5
)
(
76.4
)
Other current liabilities
Changes in current assets and liabilities
$
$
(
107.6
)
See accompanying notes to consolidated financial statements.
9
GENERAL MILLS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)
(1) Background
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
(GAAP) for
interim financial
information
and with
the rules
and regulations
for reporting
on Form
10-Q. Accordingly,
they do
not include
certain information
and disclosures
required
for
comprehensive
financial
statements.
In
the
opinion
of
management,
all
adjustments
considered
necessary
for
a
fair
presentation
have
been
included
and
are
of
a
normal
recurring
nature,
including
the
elimination
of
all
intercompany
transactions.
Operating results for the fiscal quarter ended August
24, 2025, are not necessarily indicative of the results that may
be expected for the
fiscal year ending May 31, 2026.
These
statements
should
be
read
in
conjunction
with
the
Consolidated
Financial
Statements
and
footnotes
included
in
our
Annual
Report on Form
10-K for the fiscal
year ended May
25, 2025. The
accounting policies used
in preparing these
Consolidated Financial
Statements are the same as those described in Note 2 to the Consolidated Financial
Statements in that Form 10-K.
Certain
reclassifications
to
our
previously
reported
financial
information
have
been
made
to
conform
to
the
current
period
presentation.
Certain terms used throughout this report are defined in the “Glossary” section
below.
(2) Acquisition and Divestitures
During
the
first
quarter
of
fiscal
2026,
we
completed
the
sale
of
our
United
States
yogurt
business
to
Groupe
Lactalis
S.A.
and
recorded a pre-tax gain of $
During the
third quarter
of fiscal
2025, we
completed the
sale of
our Canada
yogurt business
to Sodiaal
International and
recorded a
pre-tax
gain
of $
increase to the pre-tax gain.
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
$
the transaction
with cash
on hand
and new
debt. We
consolidated Whitebridge
Pet Brands
into our
Consolidated Balance
Sheets and
recorded goodwill of
$
Tiki Pets
lived customer
relationship asset
of $
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.
(3) Restructuring, Transformation, Impairment,
and Other Exit Costs
In the first quarter
of fiscal 2026, we
did not undertake
any new restructuring
or transformation actions.
We
recorded $
restructuring and transformation
charges in the
first quarter of fiscal
2026 and $
of fiscal 2025 related to actions previously announced. We
expect these actions to be completed by the end of fiscal 2028.
We
paid net
$
$
Restructuring, transformation, and impairment charges
are recorded in our Consolidated Statements of Earnings as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Restructuring, transformation, impairment, and other exit costs
$
$
Cost of sales
Total restructuring,
transformation, and impairment charges
$
$
10
The roll forward of our restructuring, transformation, and other
exit cost reserves, included in other current liabilities, is as follows:
In Millions
Total
Reserve balance as of May 25, 2025
$
Fiscal 2026 charges, including foreign currency translation
Utilized in fiscal 2026
(
8.4
)
Reserve balance as of Aug. 24, 2025
$
The restructuring,
transformation, and
other exit
cost reserves
balance as
of August
24, 2025,
is primarily
related to
severance costs.
The charges
recognized in
the roll
forward of
our reserves
for restructuring,
transformation, and
other exit
costs do
not include
items
charged
directly
to
expense
(e.g.,
asset
impairment
charges,
the
gain
or
loss
on
the
sale
of
restructured
assets,
and
the
write-off
of
spare parts)
and other
periodic exit
costs recognized
as incurred,
as those
items are
not reflected
in our
restructuring, transformation,
and other exit cost reserves on our Consolidated Balance Sheets.
(4) Goodwill and Other Intangible Assets
The components of goodwill and other intangible assets are as follows:
In Millions
Aug. 24, 2025
May 25, 2025
Goodwill
$
$
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles
Less accumulated amortization
(
161.8
)
(
156.2
)
Intangible assets subject to amortization, net
Other intangible assets
Total
$
$
Based on
the carrying
value of
finite-lived intangible
assets as
of August
24, 2025,
annual amortization
expense for
each of
the next
five fiscal years is estimated to be approximately $
The changes in the carrying amount of goodwill during the first quarter of fiscal 2026
were as follows:
In Millions
North
America
Retail
North
America
Pet
North
America
Foodservice
International
(a)
Corporate and
Joint Ventures
Total
Balance as of May 25, 2025
$
$
$
$
$
$
Other activity, primarily
(
0.7
)
(
0.1
)
Balance as of Aug. 24, 2025
$
$
$
$
$
$
(a)
The carrying amounts of goodwill within the International segment as of
May 25, 2025, and August 24, 2025, were net of
accumulated impairment losses of $
Statements included in our Annual Report on Form 10-K for the fiscal year
ended May 25, 2025.
The changes in the carrying amount of other intangible assets during the first quarter
of fiscal 2026 were as follows:
In Millions
Total
Balance as of May 25, 2025
$
Other activity, primarily
foreign currency translation and amortization
Balance as of Aug. 24, 2025
$
Our
annual
goodwill
and
indefinite-lived
intangible
assets
impairment
test
was
performed
on
the
first
day
of
the
second
quarter
of
fiscal
2025,
and
we
determined
there
was
excess of the
carrying values,
except for
the
Uncle Toby’s
11
our
fiscal
2025
assessment
date,
the
Progresso
,
Nudges
,
True
Chews
,
and
Kitano
coverage. We will continue
to monitor these businesses for potential impairment.
(5) Inventories
The components of inventories were as follows:
In Millions
Aug. 24, 2025
May 25, 2025
Finished goods
$
$
Raw materials and packaging
Grain
Excess of FIFO over LIFO cost
(
590.3
)
(
545.6
)
Total
$
$
(6) Risk Management Activities
Many commodities we
use in the
production and distribution
of our products
are exposed to
market price risks.
We
utilize derivatives
to manage price risk for our principal
ingredients and energy costs, including
grains (oats, wheat, and corn), oils
(principally soybean),
dairy products, natural
gas, and diesel fuel.
Our primary objective
when entering into
these derivative contracts
is to achieve
certainty
with
regard
to
the
future
price
of
commodities
purchased
for
use
in
our
supply
chain.
We
manage
our
exposures
through
a
combination of purchase orders, long-term
contracts with suppliers, exchange-traded
futures and options, and over-the-counter
options
and swaps.
We
offset
our exposures
based on
current and
projected market
conditions and
generally seek
to acquire
the inputs
at as
close as possible to or below our planned cost.
We
use derivatives
to manage
our exposure
to changes
in commodity
prices. We
do not
perform the
assessments required
to achieve
hedge accounting for
commodity derivative positions.
Accordingly,
the changes in
the values of
these derivatives are
recorded in
cost
of sales in our Consolidated Statements of Earnings.
Although we do
not meet the
criteria for
cash flow hedge
accounting, we believe
that these instruments
are effective
in achieving our
objective of providing certainty
in the future price of commodities purchased
for use in our supply chain.
Accordingly, for
purposes of
measuring
segment
operating
performance,
these
gains
and
losses
are
reported
in
unallocated
corporate
items
outside
of
segment
operating results
until such time
that the exposure
we are managing
affects earnings.
At that time,
we reclassify
the gain or
loss from
unallocated
corporate
items
to
segment
operating
profit,
allowing
our
operating
segments
to
realize
the
economic
effects
of
the
derivative without experiencing any resulting mark-to-market volatility,
which remains in unallocated corporate items.
Unallocated corporate items for the quarters ended August 24, 2025, and
August 25, 2024, included:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Net loss on mark-to-market valuation of certain
$
(
0.5
)
$
(
37.7
)
Net (gain) loss on commodity positions reclassified from
(
1.4
)
Net mark-to-market revaluation of certain grain inventories
(
6.6
)
(
8.3
)
Net mark-to-market valuation of certain commodity
$
(
8.5
)
$
(
28.8
)
As
of
August
24,
2025,
the
net
notional
value
of
commodity
derivatives
was
$
agricultural inputs and
$
next
We
also have
net investments
in foreign
subsidiaries that
are denominated
in euros.
As of
August 24,
2025, we
hedged a
portion of
these investments with €
The
fair
values
of
the
derivative
positions
used
in
our
risk
management
activities
and
other
assets
recorded
at
fair
value
were
not
material as of
August 24, 2025,
and were Level
1 or Level
2 assets and
liabilities in the
fair value
hierarchy.
We
did not significantly
change our valuation techniques from prior periods.
12
We
offer
certain
suppliers
access
to
third-party
services
that
allow
them
to
view
our
scheduled
payments
online.
The
third-party
services also
allow suppliers
to finance
advances on
our scheduled
payments at
the sole
discretion of
the supplier
and the third
party.
We
have no
economic interest
in these
financing arrangements
and no
direct relationship
with the
suppliers, the
third parties,
or any
financial institutions
concerning these
services, including
not providing
any form
of guarantee
and not
pledging assets
as security
to
the third
parties or
financial institutions.
All of
our accounts
payable remain
as obligations
to our
suppliers as
stated in
our supplier
agreements. As
of August
24, 2025,
$
accounts payable
party services.
As of
May 25,
2025, $
accounts payable
party services.
(7) Debt
The components of notes payable and their respective weighted-average
interest rates were as follows:
Aug. 24, 2025
May 25, 2025
In Millions
Notes Payable
Weighted-
Average
Interest Rate
Notes Payable
Weighted-
Average
Interest Rate
U.S. commercial paper
$
%
$
%
Financial institutions
Total
$
%
$
%
To ensure availability
of funds, we maintain bank credit lines and have commercial paper programs
available to us in the United States
and Europe.
The following table details the credit facilities and lines of credit we had available
as of August 24, 2025:
In Millions
Borrowing
Capacity
Borrowed
Amount
Committed credit facility expiring October 2029
$
$
Uncommitted credit facilities and lines of credit
Total
$
$
The
credit
facilities
contain
covenants,
including
a
requirement
to
maintain
a
fixed
charge
coverage
ratio
of
at
least
Long-Term
Debt
The
fair
values
and
carrying
amounts
of
long-term
debt,
including
the
current
portion,
were
$
respectively,
as
of
August
24,
2025.
The
fair
value
of
long-term
debt
was
estimated
using
market
quotations
and
discounted
cash
flows based
on our
current incremental
borrowing rates
for similar
types of
instruments. Long
-term debt
is a
Level 2
liability in
the
fair value hierarchy.
In
the
fourth
quarter
of
fiscal
2025,
we
issued
€
.
We
used
the
net
proceeds
to
repay
$
paper, as well as for general corporate purposes.
In the third
quarter of fiscal 2025,
we repaid $
, using proceeds
from the issuance of commercial paper.
In the second quarter of
fiscal 2025, we issued $
. We
used the net
proceeds to fund the Whitebridge Pet Brands acquisition.
In the second
quarter of fiscal
2025, we issued
$
. We
used the net
proceeds to fund the Whitebridge Pet Brands acquisition.
In the
second quarter
of fiscal
2025, we
issued €
. We
used the
net proceeds
to
repay €
.
13
In the
second quarter
of fiscal
2025, we
issued €
. We
used the
net proceeds
to repay €
.
Certain
of
our
long-term
debt
agreements
contain
restrictive
covenants.
(8) Noncontrolling Interests
During
the
fourth
quarter
of
fiscal
2025,
we
purchased
the
outstanding
General
Mills
Cereals,
LLC
(GMC)
Class
A
limited
membership interests (GMC Class
A Interests) from the
third-party holder for $
our
principal
noncontrolling
interest. The
third-party
holder of
the GMC
Class A
Interests received
quarterly
preferred distributions
from
available
net
income
based
on
the
application
of
a
floating
preferred
return
rate
to
the
holder’s
capital
account
balance
established in the most recent
mark-to-market valuation. On June
1, 2024, the floating
preferred return rate was reset
to the sum of the
(9) Stockholders’ Equity
The following tables provide details of total comprehensive income:
Quarter Ended
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
General Mills
Noncontrolling
Interests
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including (loss) earnings
$
$
(
0.2
)
$
$
Other comprehensive (loss) income:
Foreign currency translation
$
(
104.1
)
$
(
65.2
)
$
(
93.9
)
$
(
62.4
)
Net actuarial loss
(
7.5
)
(
7.5
)
Other fair value changes:
Hedge derivatives
(
1.2
)
(
7.5
)
(
6.0
)
Reclassification to earnings:
Hedge derivatives (a)
(
0.1
)
(
0.4
)
Amortization of losses and
(
3.2
)
(
2.9
)
Other comprehensive (loss) income
$
(
89.9
)
$
(
55.5
)
$
(
87.3
)
$
(
56.8
)
Total comprehensive income
$
$
$
$
(a)
Loss (gain)
reclassified from
AOCI into
earnings is
reported in
interest, net
for interest
rate swaps
and in
cost of
sales and
selling, general,
and administrative
(SG&A) expenses for foreign exchange contracts.
(b)
Loss reclassified from AOCI into earnings is reported in
benefit plan non-service income.
Accumulated other comprehensive loss balances, net of tax effects,
were as follows:
In Millions
Aug. 24, 2025
May 25, 2025
Foreign currency translation adjustments
$
(
941.9
)
$
(
876.7
)
Unrealized loss from hedge derivatives
(
1.6
)
(
7.4
)
Pension, other postretirement, and postemployment benefits:
Net actuarial loss
(
1,718.9
)
(
1,726.8
)
Prior service credits
Accumulated other comprehensive loss
$
(
2,600.5
)
$
(
2,545.0
)
(10) Stock Plans
We
have various
stock-based compensation
programs under
which awards,
including stock
options, restricted
stock, restricted
stock
units, and performance
awards, may be granted
to employees and non-employee
directors. These programs
and related accounting
are
described in Note
12 to the
Consolidated Financial
Statements included
in our Annual
Report on Form
10-K for the
fiscal year ended
May 25, 2025.
14
Compensation expense related to stock-based payments recognized
in the Consolidated Statements of Earnings was as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Compensation expense related to stock-based payments
$
$
(Shortfall) windfall
tax impacts
of stock-based
payments in
income tax
expense in
our Consolidated
Statements of
Earnings were
as
follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
(Shortfall) windfall tax impacts of stock-based payments
$
(
1.5
)
$
As
of
August
24,
2025,
unrecognized
compensation
expense
related
to
non-vested
stock
options,
restricted
stock
units,
and
performance share units was $
Net cash proceeds from the exercise of stock options
less shares used for withholding taxes and the intrinsic
value of options exercised
were as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Net cash proceeds
$
$
Intrinsic value of options exercised
$
$
We
estimate the
fair value
of each
option on
the grant
date using
a Black-Scholes
option-pricing
model, which
requires us
to make
predictive assumptions
regarding future
stock price volatility,
employee exercise
behavior, dividend
yield, and
the forfeiture
rate. We
estimate our future
stock price volatility
using the historical
volatility over
the expected term
of the option,
excluding time
periods of
volatility we believe a marketplace participant would
exclude in estimating our stock price volatility.
We also have
considered, but did
not use, implied
volatility in our estimate,
because trading activity in
options on our stock,
especially those with
tenors of greater than
6 months, is
insufficient to
provide a reliable
measure of expected
volatility.
Our method of
selecting the other
valuation assumptions
is
explained
in
Note
12
to
the
Consolidated
Financial
Statements
included
in
our
Annual
Report
on
Form
10-K
for
the
fiscal
year
ended May 25, 2025.
The
estimated
fair
values
of
stock
options
granted
and
the
assumptions
used
for
the
Black-Scholes
option-pricing
model
were
as
follows:
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
Estimated fair values of stock options granted
$
$
Assumptions:
Risk-free interest rate
%
%
Expected term
years
years
Expected volatility
%
%
Dividend yield
%
%
The total grant date fair value of restricted stock unit awards that vested during
the period was as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Total grant date fair
value
$
$
15
(11) Earnings Per Share
Basic and diluted earnings per share (EPS) were calculated using the following:
Quarter Ended
In Millions, Except per Share Data
Aug. 24, 2025
Aug. 25, 2024
Net earnings attributable to General Mills
$
$
Average number
of common shares – basic EPS
Incremental share effect from: (a)
Stock options
Restricted stock units and performance share units
Average number
of common shares – diluted EPS
Earnings per share – basic
$
$
Earnings per share – diluted
$
$
(a)
Incremental
shares
from
stock
options,
restricted
stock
units,
and
performance
share
units
are
computed
by
the
treasury
stock
method. Stock options, restricted
stock units, and performance
share units excluded from
our computation of diluted
EPS because
they were not dilutive were as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Anti-dilutive stock options, restricted stock units, and
(12) Share Repurchases
Share repurchases were as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Shares of common stock
Aggregate purchase price
$
$
In the
first quarter
of fiscal
2026, we
entered into
two accelerated
share repurchase
(ASR) agreements
with an
unrelated
third-party
financial
institution
to
repurchase
an
aggregate
of
$
million and received
an initial delivery
of
July
1,
2025.
The value
of the
initial
shares
delivered
under
the
ASR agreements
represented
price, with
a fair
value of
$
business.
The
first
ASR
agreement
was
settled
on
August
4,
2025,
with
a
final
delivery
of
purchase price for the first ASR agreement was $
The
unsettled
balance
of
$
additional
paid-in
capital
in
our
Consolidated
Balance
Sheets.
The
amount
was
settled
subsequent
to
the
end
of
the
first
quarter
of
fiscal 2026, with a final delivery of
share, not including costs
of execution or excise
tax. The total number
of shares ultimately purchased
and the price paid per
share was
determined upon
final settlement
based on
the daily
volume-weighted
average price
of our
common stock
over the
term of
the ASR
agreement, less a discount, and subject to customary adjustments pursuant
to the terms and conditions of the ASR agreement.
The delivery
of
outstanding
shares used
to determine
our weighted
average shares
outstanding
for purposes
of calculating
basic and
diluted EPS
for
the first
quarter of
fiscal 2026.
We
have also
evaluated,
as of
August 24,
2025, the
second ASR
agreement for
the potential
dilutive
effects
of the
shares remaining
to be
received upon
settlement, and
determined
that the
additional shares
would be
anti-dilutive
and
therefore were not included in our diluted EPS calculation for the first
quarter of fiscal 2026.
16
(13) Statements of Cash Flows
Our Consolidated Statements of Cash Flows include the following:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Net cash interest payments
$
$
Net income tax payments
$
$
(14) Retirement and Postemployment Benefits
Components of net periodic benefit expense (income) are as follows:
Defined Benefit
Pension Plans
Other Postretirement
Benefit Plans
Postemployment
Benefit Plans
Quarter Ended
Quarter Ended
Quarter Ended
In Millions
Aug. 24,
2025
Aug. 25,
2024
Aug. 24,
2025
Aug. 25,
2024
Aug. 24,
2025
Aug. 25,
2024
Service cost
$
$
$
$
$
$
Interest cost
Expected return on plan assets
(
101.3
)
(
105.0
)
(
8.4
)
(
9.0
)
Amortization of losses (gains)
(
6.5
)
(
5.2
)
Amortization of prior service costs (credits)
(
5.3
)
(
5.5
)
(
0.3
)
(
0.3
)
Other adjustments
Net expense (income)
$
$
$
(
15.4
)
$
(
13.3
)
$
$
(15) Income Taxes
On July 4,
2025, legislation known
as the One
Big Beautiful Bill
Act (OBBBA)
was signed
into law.
The OBBBA makes
changes to
the
United
States
corporate
income
tax
system,
including,
among
other
provisions,
the
immediate
expensing
of
research
and
development expenditures,
and 100 percent
bonus depreciation on
qualified property.
The impacts of
the OBBBA are
reflected in our
results for
the quarter
ended August
24, 2025,
and there
was no
material impact
to our
income tax
expense. As
of the
quarter ended
August 24,
2025, we
expect certain
provisions of
the OBBBA
will change
the timing
of cash
tax payments
in the
current fiscal
year
and future periods.
In
December
2021,
the
Organization
for
Economic
Cooperation
and
Development
(OECD)
established
a
framework,
referred
to
as
Pillar
2,
designed
to
ensure
large
multinational
enterprises
pay
a
minimum
15
percent
level
of
tax
on
the
income
arising
in
each
jurisdiction
in
which
they
operate.
Numerous
countries
have
already
enacted
the
OECD
model
rules
effective
for
taxable
years
beginning
after
December
31,
2023,
which
for
us
was
fiscal
2025.
There
was
no
material
impact
on
our
consolidated
financial
statements.
Several
other
countries
have
enacted
or
drafted
legislation
that
is
not
yet
effective
for
us,
and
we
do
not
expect
this
legislation
to
have
a
material
impact
on
our
consolidated
financial
statements.
We
will
continue
to monitor
for
new
legislation
and
guidance and evaluate potential impact on our consolidated financial
statements.
During the
second quarter
of fiscal
2024, we
received a
notice of
proposed adjustment
from the
Internal Revenue
Service associated
with a capital loss
from fiscal 2019.
We
believe that we
have meritorious defenses
against this assessment
and will vigorously
defend
our
position. We
do
not
expect
the
resolution
of
the
proposed
adjustment
to
have
a
material
impact
on
our
financial
position
or
liquidity.
(16) Business Segment and Geographic Information
We
operate
in
the
packaged
foods
industry.
Our
operating
segments
are
as
follows:
North
America
Retail,
International,
North
America Pet, and North America Foodservice.
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 and shelf-stable vegetables, meal kits, fruit snacks,
and snack bars.
17
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.
Our North
America Pet
operating segment
includes pet
food products
sold primarily
in the
United States
and Canada
in national
pet
superstore
chains,
e-commerce
retailers,
grocery
stores,
regional
pet
store
chains,
mass
merchandisers,
and
veterinary
clinics
and
hospitals.
Our
product
categories
include
dog
and
cat
food
(dry
foods,
wet
foods,
and
treats)
made
with
whole
meats,
fruits,
vegetables,
and other
high-quality
natural
ingredients.
Our tailored
pet product
offerings
address
specific dietary,
lifestyle,
and
life-
stage needs
and span
different product
types, diet
types, breed
sizes for
dogs, life-stages,
flavors, product
functions,
and textures
and
cuts for wet foods.
Our
North
America
Foodservice
segment
consists
of
foodservice
businesses
in
the
United
States
and
Canada.
Our
major
product
categories
in
our
North
America
Foodservice
operating
segment
are
ready-to-eat
cereals,
snacks,
frozen
meals,
unbaked
and
fully
baked frozen
dough products,
baking mixes,
and bakery
flour.
Many products
we sell
are branded
to the
consumer and
nearly all
are
branded
to
our
customers.
We
sell
to
distributors
and
operators
in
many
customer
channels
including
foodservice,
vending,
and
supermarket bakeries.
Our chief
operating decision
maker (CODM)
is the
Chairman of
the Board
and Chief
Executive Officer.
The CODM
predominantly
uses
segment
operating
profit
in
the
annual
planning
process
which
includes
segment
operating
profit
performance
targets.
The
CODM assesses
progress
against performance
targets
by comparing
segment
operating profit
actual-to-plan
variances on
a monthly
basis. The performance assessment
completed by the CODM is used
to determine whether resource
allocations require adjustment and
contributes to the determination of incentive compensation.
Operating
profit
for
these
segments
excludes
unallocated
corporate
items,
gain
or
loss
on
divestitures,
and
restructuring,
transformation,
impairment,
and
other
exit
costs.
Results
from
certain
businesses
managed
by
our
Strategic
Growth
Office
are
included within corporate and other net
sales and unallocated corporate items
within operating profit. Unallocated corporate
items also
include
corporate
overhead
expenses,
variances
to
planned
North
American
employee
benefits
and
incentives,
certain
charitable
contributions, restructuring
initiative project-related
costs, gains and
losses on corporate
investments, and
other items that
are not part
of our
measurement
of segment
operating
performance.
These include
gains and
losses arising
from the
revaluation of
certain
grain
inventories
and
gains
and
losses
from
mark-to-market
valuation
of
certain
commodity
positions
until
passed
back
to
our
operating
segments.
These items
affecting
operating profit
are centrally
managed
at the
corporate level
and
are excluded
from the
measure
of
segment
profitability
reviewed by
executive
management.
Under
our
supply chain
organization,
our
manufacturing,
warehouse,
and
distribution activities
are substantially
integrated across
our operations
in order
to maximize
efficiency
and productivity.
As a
result,
fixed assets and depreciation and amortization expenses are neither maintained
nor available by operating segment.
18
Our operating segment results were as follows:
Quarter Ended August 24, 2025
In Millions
North
America
Retail
International
North
America Pet
North
America
Foodservice
Total
Segment net sales
$
$
$
$
$
Corporate and other net sales
Total net sales
$
Cost of sales
$
$
$
$
Selling, general, and
Segment operating profit
$
$
$
$
$
Unallocated corporate items
Divestitures gain
(
1,054.4
)
Restructuring, transformation,
Operating profit
$
Quarter Ended August 25, 2024
In Millions
North
America
Retail
International
North
America Pet
North
America
Foodservice
Total
Segment net sales
$
$
$
$
$
Corporate and other net sales
Total net sales
$
Cost of sales
$
$
$
$
Selling, general, and
Segment operating profit
$
$
$
$
$
Unallocated corporate items
Restructuring, transformation,
Operating profit
$
Net sales for our North America Retail operating units were as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
U.S. Meals & Baking Solutions
$
$
Big G Cereal & Canada (a)
U.S. Snacks
Total
$
$
(a)
Upon
completion
of
the
United
States
yogurt
business
divestiture,
the
former
U.S.
Morning
Foods
and
Canada
operating
units
were
combined
into
a
new
Big
G
Cereal
&
Canada
operating
unit.
Prior
period
amounts
have
been
recast
to
conform
to
the
current period presentation. This did
not result in a change
to the composition of our reportable
segments or information reviewed
by our CODM.
19
Net sales by class of similar products were as follows:
Quarter Ended
In Millions
Aug. 24, 2025
Aug. 25, 2024
Snacks
$
$
Cereal
Convenient meals
Pet
Dough
Baking mixes and ingredients
Super-premium ice cream
Yogurt
Other
Total
$
$
20
Item 2.
Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
INTRODUCTION
This
Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations
(MD&A)
should
be
read
in
conjunction
with
the
MD&A
included
in
our
Annual
Report
on
Form
10-K
for
the
fiscal
year
ended
May
25,
2025,
for
important
background
regarding,
among other
things, our
key business
drivers.
Significant
trademarks and
service marks
used in
our business
are set forth in
italics
herein. Certain terms used throughout this report are defined in the
“Glossary” section below.
Our key
priorities in
fiscal 2026
are to
return North
America Retail
to volume
growth, accelerate
North America
Pet growth
with an
expanded
portfolio,
and
drive efficiencies
to reinvest
in growth.
We
expect
category
growth to
be below
our
long-term
projections,
reflecting
less
benefit
from
net
price
realization
and
mix
amid
a
continued
challenging
consumer
backdrop.
To
strengthen
our
categories
and
market
share
performance,
we
plan
to
increase
investment
in
consumer
value,
product
news,
innovation,
and
brand
building, guided by our remarkable
experience framework. This includes a
significant strategic investment to launch
Blue Buffalo into
the fast-growing United
States fresh pet food
sub-category in calendar
2025. We
expect the combination
of these growth investments,
input
cost
inflation,
and
normalization
of
corporate
incentive
will outpace
expected
Holistic Margin
Management
cost
savings
of
5
percent
of
cost
of
goods
sold,
savings
from
our
global
transformation
initiative,
and
benefits
from
a
53rd
week
in
fiscal
2026.
In
addition,
we
expect
the
net
impact
of
the
divestitures
of
our
North
American
yogurt
businesses
and
the
Whitebridge
Pet
Brands
acquisition will reduce adjusted operating profit growth by approximately
5 points in fiscal 2026.
CONSOLIDATED
RESULTS
OF OPERATIONS
First Quarter Results
In the
first quarter
of fiscal
2026,
net sales
decreased
7 percent
,
including
the net
impact of
the divestitures
of our
North
American
yogurt
businesses
(Divestitures),
partially
offset
by
the
acquisition
of
Whitebridge
Pet
Brands
(Acquisition).
Organic
net
sales
decreased 3 percent
compared to the
same period last
year. Operating
profit increased 108
percent to $1,726
million, primarily driven
by a divestiture gain related to the sale of our United
States yogurt business and favorable net price realization and mix,
partially offset
by a
decrease
in contributions
from
volume growth
and higher
input costs.
Operating
profit margin
of
38.2 percent
increased 2,100
basis points. Adjusted
operating profit
of $711
million decreased 18
percent on a
constant-currency basis,
including the net
impact of
the Divestitures and
Acquisition, primarily driven
by a decrease in
contributions from volume
growth and higher
input costs, partially
offset by favorable
net price realization
and mix. Adjusted
operating profit margin
decreased 210 basis
points to 15.7
percent. Diluted
earnings
per
share
of
$2.22
increased
116
percent
in
the
first
quarter
of
fiscal
2026.
Adjusted
diluted
earnings
per
share
of
$0.86
decreased 20 percent on a constant-currency
basis compared to the first quarter
of fiscal 2025. See the “Non-GAAP
Measures” section
below for a description of our use of measures not defined by GAAP.
A summary of our consolidated financial results for the first quarter of
fiscal 2026 follows:
Quarter Ended Aug. 24, 2025
In millions,
except per share
Quarter Ended
Aug. 24, 2025 vs.
Aug. 25, 2024
Percent
of Net
Sales
Constant-
Currency
Growth (a)
Net sales
$
4,517.5
(7)
%
Operating profit
1,725.8
108
%
38.2
%
Net earnings attributable to General Mills
1,204.2
108
%
Diluted earnings per share
$
2.22
116
%
Organic net sales growth rate (a)
(3)
%
Adjusted operating profit (a)
711.2
(18)
%
15.7
%
(18)
%
Adjusted diluted earnings per share (a)
$
0.86
(20)
%
(20)
%
(a)
See the “Non-GAAP Measures” section below for our use of measures not defined by
GAAP.
21
Consolidated
net sales
Quarter Ended
Aug. 24, 2025
Aug. 24, 2025 vs.
Aug. 25, 2024
Aug. 25, 2024
Net sales (in millions)
$
4,517.5
(7)
%
$
4,848.1
Contributions from volume growth (a)
(8)
pts
Net price realization and mix
1
pt
Foreign currency exchange
Flat
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
Net sales
in the
first quarter
of fiscal
2026
decreased 7
percent compared
to the
same period
in 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 net impact
of
the Divestitures and Acquisition.
Components of organic net sales growth are shown in the following
table:
Quarter Ended Aug. 24, 2025 vs.
Quarter Ended Aug. 25, 2024
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
Acquisition and divestitures
(4)
pts
Net sales growth
(7)
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
decreased
3
percent
in
the
first
quarter
of
fiscal
2026
compared
to
the
same
period
in
fiscal
2025,
driven
by
unfavorable organic net price realization and mix
and a decrease in contributions from organic volume growth.
Cost of
sales
decreased $175 million
to $2,985
million in
the first
quarter of
fiscal 2026
compared to
the same
period in
fiscal 2025.
The decrease
was primarily
driven by
a $252 million
decrease attributable
to lower volume,
partially offset
by a $97
million increase
attributable
to
product
rate
and
mix,
both
of
which
include
the
net
impact
of
the
Divestitures
and
Acquisition.
We
recorded
an
$8 million net increase in
cost of sales related to the
mark-to-market valuation of
certain commodity positions and
grain inventories in
the first quarter
of fiscal 202
6, compared
to a $29 million
net increase in
the first
quarter of
fiscal 2025.
We
also recorded
$2 million
of restructuring
charges in
cost of
sales in
the first
quarter of
fiscal 2026,
compared to
$1 million
of restructuring
charges in
cost of
sales in the same period last year (please refer to Note 3 to the Consolidated Financial Statements
in Part I, Item 1 of this report).
Selling,
general,
and
administrative
(SG&A)
expenses
decreased
$10 million
to
$845 million
in
the
first
quarter
of
fiscal
2026,
compared to the same period
in fiscal 2025,
primarily driven by lower
media and advertising expenses and
including the net impact of
the Divestitures
and Acquisition,
partially offset
by transaction
costs related
to the
sale of
our United
States yogurt
business.
SG&A
expenses as
a percent
of net
sales in
the first
quarter of
fiscal 2026
increased 110
basis points
compared to
the first
quarter of
fiscal
2025.
Divestitures
gain
business (please refer to Note 2 to the Consolidated Financial Statements in Part I, Item
1 of this report).
Restructuring, transformation, impairment,
and other exit costs
totaled $16 million in the first
quarter of fiscal 2026, compared
to
$2 million in the same period last year (please refer to Note 3 to the Consolidated
Financial Statements in Part I, Item 1 of this report).
Benefit plan
non-service income
totaled $15 million
in the
first quarter
of fiscal
2026, compared
to $14 million
in the
same period
last year, primarily driven by lower interest
costs partially offset by lower expected return on plan assets.
Interest,
net
for
the
first
quarter
of
fiscal
2026
totaled
$133 million,
up
$9 million
from
the
first
quarter
of
fiscal
2025,
primarily
driven by higher average long-term debt levels.
22
The
effective tax rate
The
3.8
percentage
point
increase
was
primarily
due
to
certain
unfavorable
tax components
related
to
the
sale of
our United
States
yogurt business,
certain nonrecurring
discrete tax benefits
in fiscal 2025,
and unfavorable earnings
mix by
jurisdiction in fiscal
2026.
Our effective
tax rate excluding
certain items affecting
comparability was 24.1
percent in the
first quarter of
fiscal 2026, compared
to
21.9 percent
in the
same period
last year
(see the
“Non-GAAP Measures”
section below
for a
description of
our use of
measures not
defined
by GAAP).
The 2.2
percentage
point increase
was primarily
due
to certain
nonrecurring
discrete tax
benefits
in fiscal
2025
and unfavorable earnings mix by jurisdiction in fiscal 2026.
The impacts of
the One Big
Beautiful Bill Act
(OBBBA) are reflected
in our results
for the quarter
ended August 24,
2025, and there
was no material impact to
our income tax expense. As
of the fiscal quarter ended
August 24, 2025, we expect
certain provisions of the
OBBBA
will
change
the
timing
of
cash
tax
payments
in
the
current
fiscal
year
and
future
periods.
Please
refer
to
Note
15
to
the
Consolidated Financial Statements in Part I, Item 1 of this report for additional
information.
After-tax
earnings
from
joint ventures
decreased
to $7
million
compared
to $19
million
in the
same period
in fiscal
2025, primarily
driven by
our share
of asset
impairment
charges
and transaction
costs related
to certain
assets
held for sale
at Cereal Partners
Worldwide
(CPW) in fiscal
2026.
On a constant-currency
basis, after-tax
earnings from joint
ventures
decreased 64 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:
Quarter Ended Aug. 24, 2025 vs.
Quarter Ended Aug. 25, 2024
CPW
HDJ (a)
Total
Contributions from volume growth (b)
(5)
pts
2
pts
Net price realization and mix
3
pts
5
pts
Net sales growth in constant currency
(2)
pts
7
pts
(1)
pt
Foreign currency exchange
3
pts
5
pts
4
pts
Net sales growth
1
%
13
%
3
%
Note: Table may
not foot due to rounding.
(a)
Häagen-Dazs Japan, Inc. (HDJ).
(b)
Measured in tons based on the stated weight of our product shipments.
Average
diluted
shares
outstanding
decreased
by
21
million
in
the
first
quarter
of
fiscal
2026
from
the
same
period
a
year
ago
primarily due to share repurchases.
SEGMENT OPERATING
RESULTS
Our
businesses
are
organized
into
four
operating
segments:
North
America
Retail,
International,
North
America
Pet,
and
North
America Foodservice. Please refer
to Note 16 to the
Consolidated Financial Statements in
Part I, Item 1 of
this report for a description
of our operating segments.
North America Retail Segment Results
North America Retail net sales were as follows:
Quarter Ended
Aug. 24, 2025
Aug. 24, 2025 vs
Aug. 25, 2024
Aug. 25, 2024
Net sales (in millions)
$
2,625.5
(13)
%
$
3,016.6
Contributions from volume growth (a)
(16)
pts
Net price realization and mix
3
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
13 percent
in the
first
quarter
of
fiscal
2026
compared
to
the
same period
in
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 Divestitures.
23
The components of North America Retail organic net
sales growth are shown in the following table:
Quarter Ended
Aug. 24, 2025
Contributions from organic volume growth (a)
(1)
pt
Organic net price realization and mix
(4)
pts
Organic net sales growth
(5)
pts
Foreign currency exchange
Flat
Divestitures (b)
(8)
pts
Net sales growth
(13)
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
North
America
Retail organic
net sales
decreased
5 percent
in the
first quarter
of fiscal
2026 compared
to the
same period
in fiscal
2025, driven by unfavorable organic net price realization
and mix and a decrease in contributions from organic volume growth.
North America Retail net sales percentage change by operating unit are shown
in the following table:
Quarter Ended
Aug. 24, 2025
Big G Cereal & Canada (a)
(25)
%
U.S. Snacks
(8)
%
U.S. Meals & Baking Solutions
(3)
%
Total
(13)
%
(a)
Upon
completion
of
the
United
States
yogurt
business
divestiture,
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
16
to
the
Consolidated
Financial
Statements in Part I, Item 1 of this report.
Segment
operating
profit
decreased
24
percent
to
$564
million
in
the
first
quarter
of
fiscal
2026,
including
the
impact
from
Divestitures, compared to $746
million in the same period
in fiscal 2025,
primarily driven by a decrease
in contributions from volume
growth.
Segment operating profit
decreased 24 percent
on a constant-currency
basis in the first
quarter of fiscal
2026 compared to
the
same period in fiscal 2025 (see the “Non-GAAP Measures” section below for
our use of this measure not defined by GAAP).
International Segment Results
International net sales were as follows:
Quarter Ended
Aug. 24, 2025
Aug. 24, 2025 vs
Aug. 25, 2024
Aug. 25, 2024
Net sales (in millions)
$
760.2
6
%
$
717.0
Contributions from volume growth (a)
(2)
pts
Net price realization and mix
6
pts
Foreign currency exchange
3
pts
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
International
net
sales
increased
6
percent
in
the
first
quarter
of
fiscal
2026
compared
to
the
same
period
in
fiscal
2025,
driven
by
favorable
net
price
realization
and
mix
and
favorable
foreign
currency
exchange
impacts,
partially
offset
by
a
decrease
in
contributions from volume growth.
24
The components of International organic net sales growth
are shown in the following table:
Quarter Ended
Aug. 24, 2025
Contributions from organic volume growth (a)
(2)
pts
Organic net price realization and mix
6
pts
Organic net sales growth
4
pts
Foreign currency exchange
3
pts
Net sales growth
6
pts
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
International organic net
sales increased 4 percent in
the first quarter of fiscal 2026
compared to the same period
in fiscal 2025, driven
by favorable organic net price realization and mix, partially offset
by a decrease in contributions from organic volume
growth.
Segment operating
profit increased 214
percent to $66
million in the
first quarter of
fiscal 2026, compared
to $21 million
in the same
period in fiscal
2025, primarily driven
by favorable net price
realization and mix,
partially offset by
higher SG&A expenses.
Segment
operating profit
increased 196
percent on
a constant-currency
basis in
the first
quarter of
fiscal 2026
compared to
the same
period in
fiscal 2025 (see the “Non-GAAP Measures” section below for our use
of this measure not defined by GAAP).
North America Pet Segment Results
North America Pet net sales were as follows:
Quarter Ended
Aug. 24, 2025
Aug. 24, 2025 vs
Aug. 25, 2024
Aug. 25, 2024
Net sales (in millions)
$
610.0
6
%
$
576.1
Contributions from volume growth (a)
1
pt
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
Pet net
sales increased
6 percent
in the first
quarter of
fiscal 2026
compared to
the same
period in
fiscal 2025,
driven
by favorable
net price
realization and
mix and
an increase
in contributions
from volume
growth, both
of which
include the
impact of
the Acquisition.
The components of North America Pet organic net sales growth are
shown in the following table:
Quarter Ended
Aug. 24, 2025
Contributions from organic volume growth (a)
(4)
pts
Organic net price realization and mix
Flat
Organic net sales growth
(5)
pts
Foreign currency exchange
Flat
Acquisition (b)
11
pts
Net sales growth
6
pts
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Acquisition of Whitebridge Pet Brands business in fiscal 2025.
Please refer to Note 2 to the Consolidated Financial Statements in
North America Pet
organic net sales decreased
5 percent in the first
quarter of fiscal 2026
compared to the same
period in fiscal 2025,
driven by a decrease in contributions from organic volume
growth.
25
Segment
operating
profit
decreased
5
percent
to
$113
million
in
the
first
quarter
of
fiscal
2026,
including
the
impact
of
the
Acquisition,
compared
to
$119 million
in
the
same
period
in
fiscal
2025,
primarily
driven
by
higher
input
costs and
higher
SG&A
expenses,
partially
offset
by
favorable
net
price
realization
and
mix.
Segment
operating
profit
decreased
5
percent
on
a
constant-
currency basis
in the
first quarter
of fiscal
2026 compared
to the
same period
in fiscal
2025 (see
the “Non-GAAP
Measures” section
below for our use of this measure not defined by GAAP).
North America Foodservice Segment Results
North America Foodservice net sales were as follows:
Quarter Ended
Aug. 24, 2025
Aug. 24, 2025 vs
Aug. 25, 2024
Aug. 25, 2024
Net sales (in millions)
$
516.7
(4)
%
$
536.2
Contributions from volume growth (a)
(2)
pts
Net price realization and mix
(2)
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 Foodservice net sales decreased 4 percent
in the first quarter of fiscal 2026 compared to the same
period in fiscal 2025,
driven by
a decrease
in contributions
from volume
growth and
unfavorable net
price realization
and mix,
both of
which include
the
impact from Divestitures.
The components of North America Foodservice organic
net sales growth are shown in the following table:
Quarter Ended
Aug. 24, 2025
Contributions from organic volume growth (a)
1
pt
Organic net price realization and mix
Flat
Organic net sales growth
1
pt
Foreign currency exchange
Flat
Divestitures (b)
(5)
pts
Net sales growth
(4)
pts
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Divestiture of the United States yogurt business in the first quarter of fiscal 2026 and the Canada
yogurt business in the third
North
America
Foodservice
organic
net
sales increased
1
percent
in the
first
quarter
of fiscal
2026
compared
to the
same
period
in
fiscal 2025, driven by an increase in contributions from organic
volume growth.
Segment operating profit
decreased 1 percent
to $71 million in
the first quarter
of fiscal 2026,
including the impact
from Divestitures,
compared to $72
million in the
same period in
fiscal 2025. Segment
operating profit decreased
1 percent on
a constant-currency basis
in the
first quarter
of fiscal
2026 compared
to the
same period
in fiscal
2025 (see
the “Non-GAAP
Measures” section
below for
our
use of this measure not defined by GAAP).
UNALLOCATED
CORPORATE
ITEMS
Unallocated corporate expenses totaled
$126 million in the first quarter
of fiscal 2026, compared to
$124 million in the same period
in
fiscal
2025.
In the
first
quarter
of
fiscal
2026,
we
recorded
$12
million
of
transaction
costs related
to
the
sale of
our
United
States
yogurt
business.
We
recorded
$2 million
of restructuring
charges
in cost
of sales
in the
first quarter
of
fiscal 2026,
compared
to $1
million
of
restructuring
charges
in
cost
of
sales
in
the
same
period
last
year.
In
the
first
quarter
of
fiscal
2026,
we
recorded
an
$8
million
net
increase
in
expense
related
to
the
mark-to-market
valuation
of
certain
commodity
positions
and
grain
inventories,
compared to a $29 million net increase
in expense in the same period last year.
In addition, we recorded $1 million
of integration costs
in
the
first
quarter
of
fiscal
2026
primarily
related
to
the
Acquisition,
compared
to
$2 million
of
integration
costs
during
the
same
period last year related to the acquisition of a pet food business in Europe.
26
LIQUIDITY
AND CAPITAL
RESOURCES
During the first quarter of
fiscal 2026,
cash provided by operations was $397 million
compared to $624 million in the same
period last
year.
The
$227
million
decrease
was
primarily
driven
by
a
$434
million
decrease
in
net
earnings
excluding
the
pretax
gain
on
Divestitures,
partially offset
by a
$166 million
change in
current assets
and liabilities.
The $166
million change
in current
assets and
liabilities was
primarily
driven by
a $259
million change
in other
current liabilities
largely
driven by
higher accrued
federal income
taxes payable in fiscal 2026,
which includes the tax expense of $277 million to be paid associated with the Divestitures
.
Cash provided
by investing
activities during
the first
quarter
of fiscal
2026
was $1,695
million
compared
to cash
used by
investing
activities of
$148 million
for the
same period
in fiscal
2025. In
the first
quarter of
fiscal 2026,
we completed
the sale
of our
United
States yogurt
business for
$1,798
million
cash. We
also received
an additional
$6 million
of cash
related
to a
sale price
adjustment
related
to
the
sale
of
our
Canada
yogurt
business.
In
addition,
during
the
first
quarter
of
fiscal
2026,
we
spent
$110
million
on
purchases of land, buildings, and equipment, compared to $140 million
in the same period last year.
Cash
used
by
financing
activities
during
the
first
quarter
of
fiscal
2026
was
$1,507
million
compared
to
$429 million
in
the
same
period in fiscal 2025. We
paid $500 million for purchases of
common stock for treasury in the first
quarter of fiscal 2026, compared to
$300 million in the same
period in fiscal 2025.
We had
$655 million of net debt
payments in the first quarter
of fiscal 2026, compared
to $238 million
of net debt
issuances in the
same period a
year ago. In
addition, we paid
$331 million of dividends
in the first
quarter
of fiscal 2026, compared to $338 million in the same period last year.
As of August
24, 2025, we had
$484 million of cash
and cash equivalents
in foreign jurisdictions. In
anticipation of repatriating
funds
from foreign
jurisdictions, we
record local
country withholding
taxes on
our international
earnings, as
applicable. We
may repatriate
our
cash
and
cash
equivalents
held
by
our
foreign
subsidiaries
without
such
funds
being
subject
to
further
U.S.
income
tax
liability. Earnings
prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in
those jurisdictions.
The following table details the fee-paid committed and uncommitted credit
lines we had available as of August 24, 2025:
In Millions
Borrowing
Capacity
Borrowed
Amount
Committed credit facility expiring October 2029
$
2,700.0
$
-
Uncommitted credit facilities and lines of credit
774.8
22.1
Total
$
3,474.8
$
22.1
To ensure availability
of funds, we maintain bank credit lines and have commercial paper programs
available to us in the United States
and Europe.
Certain of
our
long-term
debt agreements
and
our credit
facilities contain
restrictive
covenants.
As of
August
24,
2025,
we were
in
compliance with all of these covenants.
We have
$2,166 million of long-term debt maturing
in the next 12 months that
is classified as current, including €500 million
of 0.125
percent fixed-rate
notes due November
15, 2025, €600
million of 0.45
percent fixed-rate notes
due January 15,
2026, €250
million of
floating-rate notes
due April 22,
2026, and €500
million of floating-rate
notes redeemable April
22, 2026. We
believe that cash
flows
from operations,
together with
available short-
and long-term
debt financing,
will be
adequate to meet
our liquidity
and capital
needs
for at least the next 12 months.
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are described in Note 2
to the Consolidated Financial Statements included in
our Annual Report on
Form
10-K for
the fiscal
year ended
May 25,
2025. The
accounting policies
used in
preparing our
interim fiscal
2026 Consolidated
Financial
Statements
are
the
same
as
those
described
in
our
Form
10-K.
Please
refer
to
Note
1
to
the
Consolidated
Financial
Statements in Part I, Item 1 of this report for additional information.
Our
critical
accounting
estimates
are
those
that
have
meaningful
impact
on
the
reporting
of
our
financial
condition
and
results
of
operations.
These estimates
include
our accounting
for revenue
recognition,
valuation of
long-lived
assets, intangible
assets, income
taxes,
and
defined
benefit
pension,
other
postretirement
benefit,
and
postemployment
benefit
plans.
The
assumptions
and
methodologies
used
in
the
determination
of
those
estimates
as
of
August
24,
2025,
are
the
same
as
those
described
in
our
Annual
Report on Form 10-K for the fiscal year ended May 25, 2025.
27
Our
annual
goodwill
and
indefinite-lived
intangible
assets
impairment
test
was
performed
on
the
first
day
of
the
second
quarter
of
fiscal
2025,
and
we
determined
there
was
no
impairment
of
our
intangible
assets
as
their
related
fair
values
were
substantially
in
excess of the
carrying values,
except for
the
Uncle Toby’s
our
fiscal
2025
assessment
date,
the
Progresso
,
Nudges,
True
Chews,
and
coverage.
We will continue
to monitor these businesses for potential impairment.
RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting
Standards Board (FASB
)
issued Accounting Standards Update (ASU)
2024-03 requiring
additional income
statement disclosures.
The ASU
requires the
disaggregation
of specific
categories of
expenses underlying
the line
items presented
on the
income statement.
Additionally,
the ASU
requires enhanced
disclosure of
selling expenses.
The requirements
of the ASU are effective for annual periods beginning
after December 15, 2026, and interim periods within fiscal years
beginning after
December
15,
2027.
For
us,
annual
reporting
requirements
will
be
effective
for
our
fiscal
2028
Form
10-K
and
interim
reporting
requirements will be
effective beginning
with our first
quarter of fiscal
2029. Early adoption
is permitted and
the amendments
should
be applied on a prospective
basis. Retrospective application is permitted.
We are
in the process of analyzing
the impact of the ASU on
our related disclosures.
In
December
2023,
the
FASB
issued
ASU
2023-09
requiring
enhanced
income
tax
disclosures.
The
ASU
requires
disclosure
of
specific
categories
and
disaggregation
of
information
in
the
rate
reconciliation
table.
The
ASU
also
requires
disclosure
of
disaggregated
information
related
to
income
taxes
paid,
income
or
loss
from
continuing
operations
before
income
tax
expense
or
benefit, and
income tax
expense or benefit
from continuing
operations. The
requirements of
the ASU are
effective for
annual periods
beginning after December 15, 2024,
which for us is fiscal 2026.
Early adoption is permitted
and the amendments should be
applied on
a prospective
basis. Retrospective
application is
permitted. We
are in
the process
of analyzing
the impact
of the
ASU on
our related
disclosures.
NON-GAAP MEASURES
We
have
included
in
this
report
measures
of
financial
performance
that
are not
defined
by
GAAP.
We
believe
that
these
measures
provide useful information to investors, and include these measures in other
communications to investors.
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.
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
judgment, significantly affect the year-to-year
assessment of operating results.
The following are descriptions of significant items impacting comparability
of our results.
Divestitures
gain
Divestitures
gain
recorded
in fiscal
2026
related
to
the
sale
of
our
United
States
yogurt
business
in
fiscal
2026
and
Canada
yogurt
business in fiscal 2025. Please refer to Note 2 to the Consolidated Financial
Statements in Part I, Item 1 of this report.
Restructuring and transformation charges
Restructuring and transformation
charges related to
previously announced actions recorded
in fiscal 2026
and fiscal 2025. Please refer
to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.
CPW asset impairments and transaction costs
CPW asset impairment charges and transaction costs related to certain
assets held for sale recorded in fiscal 2026.
Transaction costs
Fiscal
2026
transaction
costs
related
to
the
sale
of
our
United
States
yogurt
business.
Please
refer
to
Note
2
to
the
Consolidated
Financial Statements in Part I, Item 1 of this report.
Mark-to-market effects
Net mark-to-market
valuation of
certain commodity
positions recognized
in unallocated
corporate items.
Please refer to
Note 6 to
the
Consolidated Financial Statements in Part I, Item 1 of this report.
28
Acquisition integration costs
Integration costs
related to the
Whitebridge Pet
Brands acquisition
in fiscal 2025
and the acquisition
of a pet
food business in
Europe
in fiscal 2024 recorded
in fiscal 2026
and fiscal 2025. Please refer
to Note 2 to the
Consolidated Financial Statements in
Part I, Item 1
of this report.
Investment activity,
net
Valuation
adjustments of certain corporate investments in fiscal 2026
and fiscal 2025.
Project-related costs
Restructuring initiative project-related costs related to previously
announced restructuring actions recorded in fiscal 2025.
Organic Net Sales Growth Rates
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
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 53
rd
reported net
sales growth
rates, the
relevant GAAP
measures, are
included in
our Consolidated
Results of
Operations and
Results of
Segment Operations discussions in the MD&A above.
Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating
Profit Margin)
We believe
this measure provides useful information
to investors because it is important
for assessing our operating profit margin
on a
comparable basis.
Our adjusted operating profit margins are calculated as follows:
Quarter Ended
Aug. 24, 2025
Aug. 25, 2024
In Millions
Value
Percent of
Net Sales
Value
Percent of
Net Sales
Operating profit as reported
$
1,725.8
38.2
%
$
831.5
17.2
%
Divestitures gain
(1,054.4)
(23.3)
%
-
-
%
Restructuring and transformation charges
18.3
0.4
%
2.9
0.1
%
Transaction costs
11.8
0.3
%
-
-
%
Mark-to-market effects
8.5
0.2
%
28.8
0.6
%
Acquisition integration costs
1.4
-
%
1.6
-
%
Investment activity, net
(0.2)
-
%
0.4
-
%
Project-related costs
-
-
%
0.1
-
%
Adjusted operating profit
$
711.2
15.7
%
$
865.3
17.8
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
29
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.
Additionally,
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
Aug. 24, 2025
Aug. 25, 2024
Change
Operating profit as reported
$
1,725.8
$
831.5
108
%
Divestitures gain
(1,054.4)
-
Restructuring and transformation charges
18.3
2.9
Transaction costs
11.8
-
Mark-to-market effects
8.5
28.8
Acquisition integration costs
1.4
1.6
Investment activity, net
(0.2)
0.4
Project-related costs
-
0.1
Adjusted operating profit
$
711.2
$
865.3
(18)
%
Foreign currency exchange impact
Flat
Adjusted operating profit growth, on a constant-currency basis
(18)
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
Adjusted Diluted EPS and Related Constant-currency Growth Rate
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 rates follows:
Quarter Ended
Per Share Data
Aug. 24, 2025
Aug. 25, 2024
Change
Diluted earnings per share, as reported
$
2.22
$
1.03
116
%
Divestitures gain
(1.43)
-
Restructuring and transformation charges
0.03
-
CPW asset impairments and transaction costs
0.02
-
Transaction costs
0.02
-
Mark-to-market effects
0.01
0.04
Adjusted diluted earnings per share
$
0.86
$
1.07
(20)
%
Foreign currency exchange impact
Flat
Adjusted diluted earnings per share growth, on a constant-currency basis
(20)
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
See our reconciliation
below of the effective
income tax rate as
reported to the adjusted
effective income tax
rate for the tax
impact of
each item affecting comparability.
30
Constant-currency After-tax Earnings from Joint Ventures
Growth Rates
We
believe that
this measure
provides useful
information to
investors because
it provides
transparency to
underlying performance
of
our joint
ventures by
excluding the
effect
that foreign
currency exchange
rate fluctuations
have on
year-to-year
comparability given
volatility in foreign currency exchange markets.
After-tax earnings from joint ventures growth rates on a constant-currency
basis are calculated as follows:
Percentage Change in
After-Tax
Earnings from Joint
Ventures
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in After-Tax
Earnings from Joint Ventures
on Constant-Currency Basis
Quarter Ended Aug. 24, 2025
(65)
%
Flat
(64)
%
Note: Table may not foot due to rounding.
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 Aug. 24, 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
(24)
%
Flat
(24)
%
International
214
%
19
pts
196
%
North America Pet
(5)
%
Flat
(5)
%
North America Foodservice
(1)
%
Flat
(1)
%
Note: Table may not foot due to rounding.
31
Adjusted Effective Income Tax
Rates
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
Aug. 24, 2025
Aug. 25, 2024
In Millions
(Except Per Share Data)
Pretax
Earnings
(a)
Income
Taxes
Pretax
Earnings
(a)
Income
Taxes
As reported
$
1,608.1
$
410.9
$
721.8
$
157.4
Divestitures gain
(1,054.4)
(276.9)
-
-
Restructuring and transformation charges
18.3
4.3
2.9
0.7
Transaction costs
11.8
2.7
-
-
Mark-to-market effects
8.5
2.0
28.8
6.6
Acquisition integration costs
1.4
0.3
1.6
0.4
Investment activity, net
(0.2)
(0.1)
0.4
0.1
Project-related costs
-
-
0.1
-
As adjusted
$
593.5
$
143.2
$
755.6
$
165.3
Effective tax rate:
As reported
25.6%
21.8%
As adjusted
24.1%
21.9%
Sum of adjustments to income taxes
$
(267.7)
$
7.8
Average number
of common shares - diluted EPS
542.5
563.8
Impact of income tax adjustments on adjusted diluted EPS
$
0.49
$
(0.01)
Note: Table may not foot due to rounding.
(a)
Earnings before income taxes and after-tax earnings from joint ventures.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
32
Glossary
AOCI
. Accumulated other comprehensive income (loss).
Adjusted diluted EPS.
Adjusted operating profit.
Adjusted operating profit
margin.
Operating profit adjusted
for certain items
affecting year-over-year
comparability,
divided by net
sales.
Constant currency.
rates
in
effect
for
the
comparable
prior-year
period.
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.
Derivatives.
Financial instruments such
as futures, swaps,
options, and forward
contracts that we
use to manage
our risk arising
from
changes in commodity prices, interest rates, foreign exchange rates, and stock
prices.
Fair value
hierarchy.
For purposes
of fair
value measurement,
we categorize
assets and
liabilities into
one of
three levels
based on
the assumptions
(inputs) used
in valuing
the asset or
liability.
Level 1 provides
the most reliable
measure of
fair value, while
Level 3
generally requires significant management judgment. The three levels are
defined as follows:
Level 1:
Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:
Observable inputs other than quoted prices included in
Level 1, such as quoted prices for similar assets or liabilities in
active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3:
Unobservable inputs reflecting management’s
assumptions about the inputs used in pricing the asset or liability.
Free cash flow.
Generally Accepted
Accounting Principles
(GAAP).
Guidelines, procedures,
and practices
that we
are required
to use in
recording
and reporting accounting information in our financial statements.
Goodwill.
The difference
between the purchase
price of acquired
companies plus the fair
value of any noncontrolling
and redeemable
interests and the related fair values of net assets acquired.
Gross margin.
Hedge accounting.
Accounting for qualifying
hedges that allows changes in
a hedging instrument’s
fair value to offset
corresponding
changes in
the hedged
item in
the same
reporting period.
Hedge accounting
is permitted
for certain
hedging instruments
and hedged
items
only
if
the
hedging
relationship
is
highly
effective,
and
only
prospectively
from
the
date
a
hedging
relationship
is
formally
documented.
Holistic Margin Management
(HMM).
to offset input cost inflation, protect margins,
and generate funds to reinvest in sales-generating activities.
Mark-to-market.
The act of determining a value for
financial instruments, commodity contracts, and
related assets or liabilities based
on the current market price for that item.
Net
mark-to-market
valuation of
certain
commodity
positions.
Realized
and
unrealized
gains
and
losses on
derivative
contracts
that will be allocated to segment operating profit when the exposure we are hedging
affects earnings.
Net price realization.
The impact of list and promoted price changes, net of trade and other price
promotion costs.
Noncontrolling interests.
Interests of subsidiaries held by third parties.
33
Notional
amount.
The
amount
of
a
position
or
an
agreed
upon
amount
in
a
derivative
contract
on
which
the
value
of
financial
instruments are calculated.
OCI.
Other Comprehensive Income (Loss).
Organic net sales growth
. Net sales growth adjusted
for foreign currency translation,
acquisitions, divestitures and a
53
rd
when applicable.
Project-related costs.
Costs incurred related to our restructuring initiatives not included in restructuring
charges.
Reporting unit
. An operating segment or a business one level below an operating
segment.
SOFR.
Strategic
Revenue
Management
(SRM).
realization
and
mix
by
identifying
and
executing
against
specific
opportunities
to
apply
tools
including
pricing,
sizing,
mix
management, and promotion optimization across each of our businesses.
Supply chain
input costs.
management, logistics, and warehousing.
Translation
adjustments.
The impact
of the conversion
of our foreign
affiliates’ financial
statements to United
States dollars
for the
purpose of consolidating our financial statements.
34
CAUTIONARY STATEMENT
RELEVANT
TO FORWARD
-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE
HARBOR” PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION
REFORM ACT OF 1995
This report
contains or
incorporates by
reference
forward-looking
statements within
the meaning
of the
Private Securities
Litigation
Reform Act
of 1995
that are
based on
our current
expectations and
assumptions. We
also may
make written
or oral
forward-looking
statements,
including
statements
contained
in
our
filings
with
the
Securities
and
Exchange
Commission
and
in
our
reports
to
stockholders.
The words or
phrases “will likely
result,” “are expected
to,” “may continue,”
“is anticipated,” “estimate,”
“plan,” “project,” or
similar
expressions identify
“forward-looking statements”
within the
meaning of
the Private
Securities Litigation
Reform Act
of 1995.
Such
statements are
subject to
certain risks
and uncertainties
that could
cause actual
results to
differ
materially from
historical results
and
those currently anticipated or projected. We
caution you not to place undue reliance on any such forward-looking statements.
In connection
with the “safe
harbor” provisions
of the Private
Securities Litigation
Reform Act of
1995, we are
identifying important
factors
that could
affect
our financial
performance
and could
cause our
actual results
in future
periods
to differ
materially
from any
current opinions or statements.
Our future results could
be affected by a
variety of factors, such
as: 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, transformation,
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.
You
should also
consider the risk
factors that we
identify in Item
1A of Part
I of our
Annual Report on
Form 10-K for
the fiscal year
ended May 25, 2025, which could also affect our future results.
We undertake
no obligation to publicly revise any forward-looking
statements to reflect events or circumstances
after the date of those
statements or to reflect the occurrence of anticipated or unanticipated events.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
The
estimated
maximum
potential
value-at-risk
arising
from
a
one-day
loss
in
fair
value
for
our
interest
rate,
foreign
exchange,
commodity, and equity
market-risk-sensitive instruments outstanding as of August 24, 2025,
was as follows:
In Millions
One-day Risk
of Loss
Change During
Quarter Ended
Aug. 24, 2025
Analysis of Change
Interest rate instruments
$
41
$
(5)
Decrease in interest rate volatility
Foreign currency instruments
54
3
Immaterial
Commodity instruments
2
(1)
Immaterial
Equity instruments
3
-
Immaterial
For additional information, see Item 7A of Part II of our Annual Report on Form 10-K
for the fiscal year ended May 25, 2025.
35
Item 4.
Controls and Procedures.
We,
under the
supervision and
with the
participation of
our management,
including our
Chief Executive
Officer and
Chief Financial
Officer,
have
evaluated
the
effectiveness
of
the design
and
operation
of
our
disclosure
controls
and
procedures
(as
defined
in
Rule
13a-15(e)
under
the
Securities
Exchange
Act
of
1934).
Based
on
our
evaluation,
our
Chief
Executive
Officer
and
Chief
Financial
Officer have
concluded that,
as of
August 24,
2025, our
disclosure controls
and procedures
were effective
to ensure
that information
required to
be disclosed
by us
in reports
that we file
or submit
under the
Securities Exchange
Act of
1934 is (1)
recorded, processed,
summarized,
and
reported
within
the
time
periods
specified
in
Securities
and
Exchange
Commission
rules
and
forms,
and
(2)
accumulated and
communicated to
our management,
including our
Chief Executive
Officer and
Chief Financial
Officer,
in a
manner
that allows timely decisions regarding required disclosure.
There were no changes in our internal
control over financial reporting (as defined
in Rule 13a-15(f) under the Securities Exchange
Act
of 1934)
during the
quarter ended
August 24,
2025, that
materially affected,
or are reasonably
likely to
materially affect,
our internal
control over financial reporting.
PART
II.
OTHER INFORMATION
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
The
following
table
sets forth
information
with
respect
to
shares
of
our
common
stock
that we
purchased
during
the quarter
ended
August 24, 2025:
Period
Total
Number
of Shares
Purchased (a)
Average
Price Paid
Per Share (b)
Total
Number of Shares
Purchased as Part of a Publicly
Announced Program (c)
Maximum Number of Shares
that may yet be Purchased
Under the Program (c)
May 26, 2025 -
June 29, 2025
-
$
-
-
36,918,163
June 30, 2025 -
July 27, 2025 (d)
7,520,212
49.92
7,520,212
29,397,951
July 28, 2025 -
August 24, 2025 (d)
1,199,631
50.41
1,199,631
28,198,320
Total
8,719,843
$
49.99
8,719,843
28,198,320
(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
an 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.
(d)
In the
first quarter
of fiscal
2026, we
entered into
two accelerated
share repurchase
(ASR) agreements
with an
unrelated third-party
financial
institution to repurchase an aggregate of $500.0 million of our
shares. We paid
an aggregate of $500.0 million and received an initial delivery of
7.5 million
shares of
our common stock
based on
the closing
share price of
our common
stock on July
1, 2025.
The value
of the
initial shares
delivered under the
ASR agreements represented 80
percent of the
aggregate purchase price,
with a fair value
of $400.0 million.
The first ASR
agreement was
settled on
August 4,
2025, with
a final
delivery of
1.2 million
additional shares.
The final
average purchase
price for
the first
ASR
agreement
was
$50.41
per
share,
not
including
costs
of
execution
or
excise
tax.
The
final
settlement
of
the
second
ASR
agreement
occurred on August
29, 2025, during
the second quarter
of fiscal 2026,
with a final
delivery of 1.3
million additional shares.
The final average
purchase price for the second ASR agreement was $49.45 per share, not including costs of execution or excise tax.
Item 5.
Other Information.
During the fiscal
quarter ended August
24, 2025, no
director or officer
of the Company
arrangement” or “
36
PART
II. OTHER INFORMATION
Item 6.
Exhibits.
Financial
Statements
from
the Quarterly
Report
on Form
10-Q
of the
Company
for
the quarter
ended
August
24,
2025,
formatted
in
Inline
Extensible
Business
Reporting
Language:
(i)
Consolidated
Statements
of
Earnings;
(ii)
Consolidated
Statements
of
Comprehensive
Income,
(iii)
Consolidated
Balance
Sheets;
(iv)
Consolidated
Statements of
Total
Equity; (v)
Consolidated Statements
of Cash
Flows; and
(vi) Notes
to Consolidated
Financial
Statements.
Cover Page, formatted in Inline Extensible Business Reporting Language
and contained in Exhibit 101.
37
SIGNATURES
Pursuant
to
the
requirements
of
the
Securities
Exchange
Act
of
1934,
the
registrant
has
duly
caused
this
report
to
be
signed
on
its
behalf by the undersigned thereunto duly authorized.
GENERAL MILLS, INC.
(Registrant)
Date: September 17, 2025
/s/ Mark A. Pallot
Mark A. Pallot
Vice President, Chief Accounting
Officer
(Principal Accounting Officer and Duly Authorized
Officer)
TABLE OF CONTENTS
Part I, Item 1 Of This ReportItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other Information