General Mills 10-Q 2025-11-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED NOVEMBER 23, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission file number: 001-01185

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GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware	41-0274440
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota	55426
(Address of principal executive offices)	(Zip Code)

(763) 764-7600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.10 par value		GIS		New York Stock Exchange
0.450% Notes due 2026		GIS 26		New York Stock Exchange
1.500% Notes due 2027		GIS 27		New York Stock Exchange
3.907% Notes due 2029		GIS 29		New York Stock Exchange
3.650% Notes due 2030		GIS 30A		New York Stock Exchange
3.600% Notes due 2032		GIS 32		New York Stock Exchange
3.850% Notes due 2034		GIS 34		New York Stock Exchange

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑		Accelerated filer	☐		Non-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 ☐ No ☑

Number of shares of Common Stock outstanding as of December 10, 2025: 533,582,081 (excluding 221,031,247 shares held in the

treasury).

General Mills, Inc.

Table of Contents

	Page
PART I – Financial Information
Item 1. Financial Statements
Consolidated Statements of Earnings for the quarters and six-month periods ended November 23, 2025 and November 24, 2024	4
Consolidated Statements of Comprehensive Income for the quarters and six-month periods ended November 23, 2025 and November 24, 2024	5
Consolidated Balance Sheets as of November 23, 2025 and May 25, 2025	6
Consolidated Statements of Total Equity for the quarters and six-month periods ended November 23, 2025 and November 24, 2024	7
Consolidated Statements of Cash Flows for the six-month periods ended November 23, 2025 and November 24, 2024	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	40
Item 4. Controls and Procedures	41
PART II – Other Information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 5. Other Information	41
Item 6. Exhibits	42
Signatures	43

PART I. FINANCIAL INFORMATION

Consolidated Statements of Earnings

GENERAL MILLS, INC. AND SUBSIDIARIES

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

	Quarter Ended				Six-Month Period Ended
	Nov. 23, 2025		Nov. 24, 2024		Nov. 23, 2025		Nov. 24, 2024
Net sales	$4,860.8		$5,240.1		$9,378.3		$10,088.2
Cost of sales	3,168.3		3,309.0		6,153.0		6,468.3
Selling, general, and administrative expenses	842.4		852.0		1,687.5		1,707.1
Divestitures gain	—		—		(1,054.4)		—
Restructuring, transformation, impairment, and other exit costs	122.1		1.2		138.4		3.4
Operating profit	728.0		1,077.9		2,453.8		1,909.4
Benefit plan non-service income	(15.7)		(13.8)		(30.8)		(27.7)
Interest, net	125.9		124.6		258.7		248.2
Earnings before income taxes and after-tax (loss) earnings from joint ventures	617.8		967.1		2,225.9		1,688.9
Income taxes	143.9		194.8		554.8		352.2
After-tax (loss) earnings from joint ventures	(59.6)		30.0		(52.8)		49.2
Net earnings, including earnings attributable to noncontrolling interests	414.3		802.3		1,618.3		1,385.9
Net earnings attributable to noncontrolling interests	1.3		6.6		1.1		10.3
Net earnings attributable to General Mills	$413.0		$795.7		$1,617.2		$1,375.6
Earnings per share – basic	$0.78		$1.43		$3.00		$2.46
Earnings per share – diluted	$0.78		$1.42		$3.00		$2.45

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

	Quarter Ended				Six-Month Period Ended
	Nov. 23, 2025		Nov. 24, 2024		Nov. 23, 2025		Nov. 24, 2024
Net earnings, including earnings attributable to noncontrolling interests	$414.3		$802.3		$1,618.3		$1,385.9
Other comprehensive income (loss), net of tax:
Foreign currency translation	12.4		28.8		(52.3)		(33.1)
Net actuarial loss	—		—		(7.5)		—
Other fair value changes:
Hedge derivatives	3.1		9.2		8.1		3.2
Reclassification to earnings:
Hedge derivatives	(4.7)		1.7		(3.9)		1.7
Amortization of losses and prior service costs	17.0		11.7		28.4		23.3
Other comprehensive income (loss), net of tax	27.8		51.4		(27.2)		(4.9)
Total comprehensive income	442.1		853.7		1,591.1		1,381.0
Comprehensive income attributable to noncontrolling interests	0.8		5.3		1.1		9.5
Comprehensive income attributable to General Mills	$441.3		$848.4		$1,590.0		$1,371.5

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

	Nov. 23, 2025		May 25, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$683.4		$363.9
Receivables	1,892.6		1,795.9
Inventories	2,051.5		1,910.8
Prepaid expenses and other current assets	443.6		464.7
Assets held for sale	—		740.4
Total current assets	5,071.1		5,275.7
Land, buildings, and equipment	3,514.4		3,632.6
Goodwill	15,601.5		15,622.4
Other intangible assets	7,022.6		7,081.4
Other assets	1,339.4		1,459.0
Total assets	$32,549.0		$33,071.1
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$3,934.1		$4,009.5
Current portion of long-term debt	1,557.8		1,528.4
Notes payable	16.8		677.0
Other current liabilities	2,204.2		1,624.0
Liabilities held for sale	—		18.4
Total current liabilities	7,712.9		7,857.3
Long-term debt	12,160.2		12,673.2
Deferred income taxes	2,085.4		2,100.8
Other liabilities	1,261.7		1,228.6
Total liabilities	23,220.2		23,859.9
Stockholders’ equity:
Common stock, 754.6 shares issued, $0.10 par value	75.5		75.5
Additional paid-in capital	1,170.9		1,218.8
Retained earnings	22,550.8		21,917.8
Common stock in treasury, at cost, shares of 221.0 and 212.2	(11,908.6)		(11,467.9)
Accumulated other comprehensive loss	(2,572.2)		(2,545.0)
Total stockholders’ equity	9,316.4		9,199.2
Noncontrolling interests	12.4		12.0
Total equity	9,328.8		9,211.2
Total liabilities and equity	$32,549.0		$33,071.1

See accompanying notes to consolidated financial statements.

Consolidated Statements of Total Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

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

	Quarter Ended
	Nov. 23, 2025				Nov. 24, 2024
	Shares		Amount		Shares		Amount
Total equity, beginning balance			$9,518.9				$9,526.6
Common stock, 1 billion shares authorized, $0.10 par value	754.6		75.5		754.6		75.5
Additional paid-in capital:
Beginning balance			1,107.1				1,164.6
Stock compensation plans			(8.8)				(4.1)
Unearned compensation related to stock unit awards			(1.4)				(4.6)
Earned compensation			24.0				26.1
Shares purchased			50.0				—
Ending balance			1,170.9				1,182.0
Retained earnings:
Beginning balance			22,791.1				21,213.9
Net earnings attributable to General Mills			413.0				795.7
Cash dividends declared ($1.22 and $1.20 per share)			(653.3)				(669.3)
Ending balance			22,550.8				21,340.3
Common stock in treasury:
Beginning balance	(219.9)		(11,866.6)		(198.8)		(10,601.9)
Shares purchased, including excise tax of $0.4 and $2.6 million	(1.3)		(50.5)		(4.2)		(303.0)
Stock compensation plans	0.2		8.5		0.6		31.6
Ending balance	(221.0)		(11,908.6)		(202.4)		(10,873.3)
Accumulated other comprehensive loss:
Beginning balance			(2,600.5)				(2,576.5)
Comprehensive income			28.3				52.7
Ending balance			(2,572.2)				(2,523.8)
Noncontrolling interests:
Beginning balance			12.3				251.0
Comprehensive income			0.8				5.3
Distributions to noncontrolling interest holders			(0.7)				(7.8)
Ending balance			12.4				248.5
Total equity, ending balance			$9,328.8				$9,449.2

See accompanying notes to consolidated financial statements.

Consolidated Statements of Total Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

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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 included 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

Second Quarter Results

In the second quarter of fiscal 2026, net sales decreased 7 percent, including the net impact of the divestitures of our North American

yogurt businesses (Divestitures) and the acquisition of Whitebridge Pet Brands (Acquisition). Organic net sales decreased 1 percent

compared to the same period last year. Operating profit decreased 32 percent to $728 million, including the net impact of the

Divestitures and Acquisition, primarily driven by a decrease in contributions from volume growth, higher input costs, and higher

restructuring, transformation, and impairment charges, partially offset by favorable net price realization and mix. Operating profit

margin of 15.0 percent decreased 560 basis points. Adjusted operating profit of $848 million decreased 20 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 290 basis points to 17.4 percent. Diluted earnings per share of $0.78 decreased 45 percent in the second quarter of fiscal

2026. Adjusted diluted earnings per share of $1.10 decreased 21 percent on a constant-currency basis compared to the second 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 second quarter of fiscal 2026 follows:

Quarter Ended Nov. 23, 2025	In millions, except per share		Quarter Ended Nov. 23, 2025 vs. Nov. 24, 2024		Percent of Net Sales		Constant- Currency Growth (a)
Net sales	$4,860.8		(7)%
Operating profit	728.0		(32)%		15.0%
Net earnings attributable to General Mills	413.0		(48)%
Diluted earnings per share	$0.78		(45)%
Organic net sales growth rate (a)			(1)%
Adjusted operating profit (a)	847.7		(20)%		17.4%		(20)%
Adjusted diluted earnings per share (a)	$1.10		(21)%				(21)%

(a)See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP.

Consolidated net sales were as follows:

	Quarter Ended
	Nov. 23, 2025		Nov. 23, 2025 vs. Nov. 24, 2024		Nov. 24, 2024
Net sales (in millions)	$4,860.8		(7)%		$5,240.1
Contributions from volume growth (a)			(9) 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 second 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 Nov. 23, 2025 vs.
Quarter Ended Nov. 24, 2024
Contributions from organic volume growth (a)	Flat
Organic net price realization and mix	(2) pts
Organic net sales growth	(1) pt
Foreign currency exchange	Flat
Acquisition and divestitures	(6) 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 1 percent in the second quarter of fiscal 2026 compared to the same period in fiscal 2025, driven by

unfavorable organic net price realization and mix.

Cost of sales decreased $141 million to $3,168 million in the second quarter of fiscal 2026, compared to the same period in fiscal

2025. The decrease was primarily driven by a $288 million decrease attributable to lower volume, partially offset by a $119 million

increase attributable to product rate and mix, both of which include the net impact of the Divestitures and Acquisition. We recorded a

$4 million net decrease in cost of sales related to the mark-to-market valuation of certain commodity positions and grain inventories in

the second quarter of fiscal 2026, compared to a $29 million net decrease in the second quarter of fiscal 2025. We recorded $3 million

of restructuring charges in cost of sales in the second quarter of fiscal 2026.

Selling, general, and administrative (SG&A) expenses decreased $10 million to $842 million in the second quarter of fiscal 2026,

compared to the same period in fiscal 2025, primarily driven by net favorable corporate investment activity. SG&A expenses as a

percent of net sales in the second quarter of fiscal 2026 increased 100 basis points compared to the second quarter of fiscal 2025.

Restructuring, transformation, impairment, and other exit costs totaled $122 million in the second quarter of fiscal 2026,

compared to $1 million in the same period last year. In the second quarter of fiscal 2026, we recorded a $53 million non-cash

impairment charge related to our Uncle Toby's brand intangible asset. We also approved a multi-year organizational initiative to

increase the competitiveness of our supply chain, and as a result, we recorded $47 million of charges in the second quarter of fiscal

2026. In addition, we recorded $22 million of restructuring and transformation charges in the second quarter of fiscal 2026 related to

actions previously announced (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report).

Benefit plan non-service income totaled $16 million in the second quarter of fiscal 2026, compared to $14 million in the same period

last year, primarily driven by lower interest costs partia

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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 November 23, 2025, was as follows:

In Millions	One-day Risk of Loss		Change During Six-Month Period Ended Nov. 23, 2025		Analysis of Change
Interest rate instruments	$38		$(8)		Decrease in interest rate volatility
Foreign currency instruments	50		(1)		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.

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 November 23, 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.

During our fiscal quarter ended November 23, 2025, we made a change in our internal control over financial reporting (as defined in

Rule 13a-15(f) under the Securities Exchange Act of 1934) that materially affected, or is reasonably likely to materially affect, our

internal control over financial reporting. During the second quarter of fiscal 2026, we finalized the design of, tested, and implemented

a new consolidation and financial reporting system.

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

November 23, 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)
August 25, 2025 - September 28, 2025 (d)	1,295,465		$49.45		1,295,465		26,902,855
September 29, 2025 - October 26, 2025	—		—		—		26,902,855
October 27, 2025 - November 23, 2025	—		—		—		26,902,855
Total	1,295,465		$49.45		1,295,465		26,902,855

(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)During 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 of common stock. Under the ASR agreements, we paid an

aggregate of $500.0 million and received an initial delivery of 7.5 million shares of our common stock, in the first quarter of fiscal 2026. 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 in the first quarter of fiscal 2026 with a final delivery of 1.2 million additional shares. The

second ASR agreement was settled in the second quarter of fiscal 2026 with a final delivery of 1.3 million additional shares. In connection with

the ASR agreements, we received a total of 10.0 million shares at an average price of $49.92, not including costs of execution or excise tax.

During the fiscal quarter ended November 23, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

PART II. OTHER INFORMATION

Item 6.	Exhibits.
10.1	Forms of Equity Award Agreements.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended November 23, 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.
104	Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.

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: December 17, 2025	/s/ Mark A. Pallot
	Mark A. Pallot
	Vice President, Chief Accounting Officer
	(Principal Accounting Officer and Duly Authorized Officer)