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).
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☐
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.
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Accelerated filer
☐
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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.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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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)