A Dark Vector Cognition product

Item 1. Financial Statements.

65K characters. Original on sec.gov ·

Item 1. Financial Statements.

Consolidated Statements of Earnings

GENERAL MILLS, INC. AND SUBSIDIARIES

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

Quarter EndedSix-Month Period Ended
Nov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
Net sales$4,860.8$5,240.1$9,378.3$10,088.2
Cost of sales3,168.33,309.06,153.06,468.3
Selling, general, and administrative expenses842.4852.01,687.51,707.1
Divestitures gain——(1,054.4)—
Restructuring, transformation, impairment, and other exit costs122.11.2138.43.4
Operating profit728.01,077.92,453.81,909.4
Benefit plan non-service income(15.7)(13.8)(30.8)(27.7)
Interest, net125.9124.6258.7248.2
Earnings before income taxes and after-tax (loss) earnings from joint ventures617.8967.12,225.91,688.9
Income taxes143.9194.8554.8352.2
After-tax (loss) earnings from joint ventures(59.6)30.0(52.8)49.2
Net earnings, including earnings attributable to noncontrolling interests414.3802.31,618.31,385.9
Net earnings attributable to noncontrolling interests1.36.61.110.3
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 EndedSix-Month Period Ended
Nov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 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 translation12.428.8(52.3)(33.1)
Net actuarial loss——(7.5)—
Other fair value changes:
Hedge derivatives3.19.28.13.2
Reclassification to earnings:
Hedge derivatives(4.7)1.7(3.9)1.7
Amortization of losses and prior service costs17.011.728.423.3
Other comprehensive income (loss), net of tax27.851.4(27.2)(4.9)
Total comprehensive income442.1853.71,591.11,381.0
Comprehensive income attributable to noncontrolling interests0.85.31.19.5
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, 2025May 25, 2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$683.4$363.9
Receivables1,892.61,795.9
Inventories2,051.51,910.8
Prepaid expenses and other current assets443.6464.7
Assets held for sale—740.4
Total current assets5,071.15,275.7
Land, buildings, and equipment3,514.43,632.6
Goodwill15,601.515,622.4
Other intangible assets7,022.67,081.4
Other assets1,339.41,459.0
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 debt1,557.81,528.4
Notes payable16.8677.0
Other current liabilities2,204.21,624.0
Liabilities held for sale—18.4
Total current liabilities7,712.97,857.3
Long-term debt12,160.212,673.2
Deferred income taxes2,085.42,100.8
Other liabilities1,261.71,228.6
Total liabilities23,220.223,859.9
Stockholders’ equity:
Common stock, 754.6 shares issued, $0.10 par value75.575.5
Additional paid-in capital1,170.91,218.8
Retained earnings22,550.821,917.8
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’ equity9,316.49,199.2
Noncontrolling interests12.412.0
Total equity9,328.89,211.2
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, 2025Nov. 24, 2024
SharesAmountSharesAmount
Total equity, beginning balance$9,518.9$9,526.6
Common stock, 1 billion shares authorized, $0.10 par value754.675.5754.675.5
Additional paid-in capital:
Beginning balance1,107.11,164.6
Stock compensation plans(8.8)(4.1)
Unearned compensation related to stock unit awards(1.4)(4.6)
Earned compensation24.026.1
Shares purchased50.0—
Ending balance1,170.91,182.0
Retained earnings:
Beginning balance22,791.121,213.9
Net earnings attributable to General Mills413.0795.7
Cash dividends declared ($1.22 and $1.20 per share)(653.3)(669.3)
Ending balance22,550.821,340.3
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 plans0.28.50.631.6
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 income28.352.7
Ending balance(2,572.2)(2,523.8)
Noncontrolling interests:
Beginning balance12.3251.0
Comprehensive income0.85.3
Distributions to noncontrolling interest holders(0.7)(7.8)
Ending balance12.4248.5
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

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

Six-Month Period Ended
Nov. 23, 2025Nov. 24, 2024
SharesAmountSharesAmount
Total equity, beginning balance$9,211.2$9,648.5
Common stock, 1 billion shares authorized, $0.10 par value754.675.5754.675.5
Additional paid-in capital:
Beginning balance1,218.81,227.0
Stock compensation plans(19.8)(9.3)
Unearned compensation related to stock unit awards(66.9)(81.7)
Earned compensation38.846.0
Ending balance1,170.91,182.0
Retained earnings:
Beginning balance21,917.820,971.8
Net earnings attributable to General Mills1,617.21,375.6
Cash dividends declared ($1.83 and $1.80 per share)(984.2)(1,007.1)
Ending balance22,550.821,340.3
Common stock in treasury:
Beginning balance(212.2)(11,467.9)(195.5)(10,357.9)
Shares purchased, including excise tax of $4.4 and $4.8 million(10.0)(504.5)(8.7)(605.2)
Stock compensation plans1.263.81.889.8
Ending balance(221.0)(11,908.6)(202.4)(10,873.3)
Accumulated other comprehensive loss:
Beginning balance(2,545.0)(2,519.7)
Comprehensive loss(27.2)(4.1)
Ending balance(2,572.2)(2,523.8)
Noncontrolling interests:
Beginning balance12.0251.8
Comprehensive income1.19.5
Distributions to noncontrolling interest holders(0.7)(12.8)
Ending balance12.4248.5
Total equity, ending balance$9,328.8$9,449.2

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Six-Month Period Ended
Nov. 23, 2025Nov. 24, 2024
Cash Flows - Operating Activities
Net earnings, including earnings attributable to noncontrolling interests$1,618.3$1,385.9
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization276.7269.1
After-tax loss (earnings) from joint ventures52.8(49.2)
Distributions of earnings from joint ventures26.923.1
Stock-based compensation39.346.6
Deferred income taxes51.6(11.5)
Pension and other postretirement benefit plan contributions(13.0)(15.2)
Pension and other postretirement benefit plan costs(13.7)(6.5)
Divestitures gain(1,054.4)—
Restructuring, transformation, impairment, and other exit costs (recoveries)96.8(0.9)
Changes in current assets and liabilities, excluding the effects of the acquisition and divestitures55.1172.3
Other, net79.9(39.0)
Net cash provided by operating activities1,216.31,774.7
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment(253.1)(301.2)
Acquisition, net of cash acquired—(7.7)
Proceeds from divestitures1,803.4—
Investments in affiliates, net6.36.6
Proceeds from disposal of land, buildings, and equipment2.40.9
Other, net(20.1)(4.5)
Net cash provided (used) by investing activities1,538.9(305.9)
Cash Flows - Financing Activities
Change in notes payable(659.5)254.3
Issuance of long-term debt—1,500.0
Payment of long-term debt(581.0)—
Proceeds from common stock issued on exercised options0.333.8
Purchases of common stock for treasury(500.1)(600.4)
Dividends paid(658.8)(675.8)
Distributions to noncontrolling interest holders(0.7)(12.8)
Other, net(34.4)(77.0)
Net cash (used) provided by financing activities(2,434.2)422.1
Effect of exchange rate changes on cash and cash equivalents(1.5)(16.1)
Increase in cash and cash equivalents319.51,874.8
Cash and cash equivalents - beginning of year363.9418.0
Cash and cash equivalents - end of period$683.4$2,292.8
Cash Flows from changes in current assets and liabilities, excluding the effects of the acquisition and divestitures:
Receivables$(93.7)$(109.3)
Inventories(143.0)(169.5)
Prepaid expenses and other current assets22.883.4
Accounts payable(18.2)266.4
Other current liabilities287.2101.3
Changes in current assets and liabilities$55.1$172.3

See accompanying notes to consolidated financial statements.

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 November 23, 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 $1,046.5 million.

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 $95.9 million. In the first quarter of fiscal 2026, we recorded a sale price adjustment that resulted in a $7.9 million

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 $1.4 billion (Whitebridge Pet Brands acquisition). We financed

the transaction with cash on hand and new debt. We consolidated Whitebridge Pet Brands into our Consolidated Balance Sheets and

recorded goodwill of $1,086.7 million, an indefinite-lived intangible asset for the Tiki Pets brand totaling $289.0 million, and a finite-

lived customer relationship asset of $31.0 million. The goodwill is included in the North America Pet segment and is not deductible

for tax purposes. The pro forma effects of this acquisition were not material. We have conducted a preliminary assessment of the fair

value of the acquired assets and liabilities of the business and we are continuing our review of these items during the measurement

period. If new information is obtained about facts and circumstances that existed at the acquisition date, the acquisition accounting

will be revised to reflect the resulting adjustments to current estimates of those items. The consolidated results are reported in our

North America Pet operating segment on a one-month lag. In the second quarter of fiscal 2026, we recorded adjustments to certain

purchase accounting liabilities upon finalization of income tax returns that resulted in a $32.5 million decrease to goodwill.

(3) Restructuring, Transformation, Impairment, and Other Exit Costs

Restructuring, transformation, and impairment charges were as follows:

Quarter EndedSix-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
Other intangible asset impairment$52.9$—$52.9$—
Supply chain actions50.3—50.3—
Charges associated with restructuring and transformation actions previously announced21.91.340.24.2
Total$125.1$1.3$143.4$4.2

In the second quarter of fiscal 2026, we recorded a $52.9 million non-cash impairment charge related to our Uncle Toby's brand

intangible asset. Please see Note 4 for additional information.

In the second quarter of fiscal 2026, we approved a multi-year organizational initiative to increase the competitiveness of our supply

chain. We expect to incur approximately $82 million of restructuring charges, of which approximately $17 million will be cash. These

charges are expected to consist of approximately $64 million of asset write-offs and $18 million of other costs, including severance.

We recognized $45.4 million of asset write-offs, including $42.5 million of impairment, and $4.9 million of severance and other

benefit costs in the second quarter of fiscal 2026. The non-cash asset impairment charges to write down certain long-lived assets to

their fair value were based on recently reported transactions for similar assets in the marketplace. We expect these actions to be

completed by the end of fiscal 2029.

We recorded $21.9 million of restructuring and transformation charges in the second quarter of fiscal 2026 and $40.2 million of

restructuring and transformation charges in the six-month period ended November 23, 2025, related to restructuring and

transformation actions previously announced. We recorded $1.3 million of restructuring charges in the second quarter of fiscal 2025

and $4.2 million of restructuring charges in the six-month period ended November 24, 2024, related to restructuring actions previously

announced. We expect these actions to be completed by the end of fiscal 2028.

We paid net $46.6 million of cash in the six-month period ended November 23, 2025, related to restructuring and transformation

actions. We paid net $5.1 million of cash in the same period of fiscal 2025.

Restructuring, transformation, and impairment charges are recorded in our Consolidated Statements of Earnings as follows:

Quarter EndedSix-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
Restructuring, transformation, impairment, and other exit costs$122.1$1.2$138.4$3.4
Cost of sales3.00.15.00.8
Total restructuring, transformation, and impairment charges$125.1$1.3$143.4$4.2

The roll forward of our restructuring, transformation, and other exit cost reserves, included in other current liabilities, is as follows:

In MillionsTotal
Reserve balance as of May 25, 2025$77.1
Fiscal 2026 charges, including foreign currency translation4.8
Utilized in fiscal 2026(19.4)
Reserve balance as of Nov. 23, 2025$62.5

The restructuring, transformation, and other exit cost reserves balance as of November 23, 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 write-offs, asset impairment charges, and the gain or loss on the sale of restructured

assets) 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 MillionsNov. 23, 2025May 25, 2025
Goodwill$15,601.5$15,622.4
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles6,767.96,816.7
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles421.2420.9
Less accumulated amortization(166.5)(156.2)
Intangible assets subject to amortization, net254.7264.7
Other intangible assets7,022.67,081.4
Total$22,624.1$22,703.8

Based on the carrying value of finite-lived intangible assets as of November 23, 2025, annual amortization expense for each of the

next five fiscal years is estimated to be approximately $20 million.

The changes in the carrying amount of goodwill during the six-month period ended November 23, 2025, were as follows:

In MillionsNorth America RetailNorth America PetNorth America FoodserviceInternational (a)Corporate and Joint VenturesTotal
Balance as of May 25, 2025$6,323.5$7,149.5$755.5$951.7$442.2$15,622.4
Purchase accounting adjustment—(32.5)———(32.5)
Other activity, primarily foreign currency translation(2.8)—(0.1)9.05.511.6
Balance as of Nov. 23, 2025$6,320.7$7,117.0$755.4$960.7$447.7$15,601.5

(a)The carrying amounts of goodwill within the International segment as of May 25, 2025, and November 23, 2025, were net of

accumulated impairment losses of $117.1 million. For additional information, see Note 6 to the Consolidated Financial 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 six-month period ended November 23, 2025, were as follows:

In MillionsTotal
Balance as of May 25, 2025$7,081.4
Impairment charge(52.9)
Other activity, primarily amortization and foreign currency translation(5.9)
Balance as of Nov. 23, 2025$7,022.6

Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of

fiscal 2026. As a result of lower future sales and profitability projections for the business supporting our Uncle Toby’s brand

intangible asset, we determined that the fair value of the brand intangible asset no longer exceeded its carrying value and recorded a

$52.9 million non-cash impairment charge. We recorded the impairment charge in restructuring, transformation, impairment, and other

exit costs in our Consolidated Statements of Earnings. Our estimate of the fair value was determined based on a discounted cash flow

model using inputs which included our long-range cash flow projections for the business, the royalty rate, the weighted-average cost

of capital rate, and the tax rate. The fair value is a Level 3 asset in the fair value hierarchy.

All other intangible asset fair values were substantially in excess of the carrying values. In addition, while having significant coverage

as of our fiscal 2026 assessment date, the Progresso, Nudges, True Chews, and Kitano brand intangible assets had risk of decreasing

coverage. We will continue to monitor these businesses for potential impairment.

(5) Inventories

The components of inventories were as follows:

In MillionsNov. 23, 2025May 25, 2025
Finished goods$2,078.9$1,883.9
Raw materials and packaging458.8460.0
Grain105.5112.5
Excess of FIFO over LIFO cost(591.7)$(545.6)
Total$2,051.5$1,910.8

(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 and six-month periods ended November 23, 2025, and November 24, 2024, included:

Quarter EndedSix-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
Net (loss) gain on mark-to-market valuation of certain commodity positions$(4.8)$3.4$(5.3)$(34.3)
Net loss (gain) on commodity positions reclassified from unallocated corporate items to segment operating profit1.219.1(0.2)36.3
Net mark-to-market revaluation of certain grain inventories7.66.91.0(1.4)
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items$4.0$29.4$(4.5)$0.6

As of November 23, 2025, the net notional value of commodity derivatives was $143.5 million, of which $79.1 million related to

energy inputs and $64.4 million related to agricultural inputs. These contracts relate to inputs that generally will be utilized within the

next 12 months.

We also have net investments in foreign subsidiaries that are denominated in euros. As of November 23, 2025, we hedged a portion of

these investments with €4,243.3 million of euro-denominated bonds.

During the fourth quarter of fiscal 2025, we entered into a €750.0 million notional amount interest rate swap to convert our €750.0

million fixed-rate notes due April 17, 2032, to a floating rate.

During the second quarter of fiscal 2025, in advance of planned debt financing, we entered into $350.0 million of treasury locks. The

treasury locks were terminated during the second quarter of fiscal 2025, in conjunction with the Company’s issuance of $750.0 million

of fixed-rate notes due January 30, 2035. Upon termination, a gain of $0.1 million was recognized in AOCI and will be amortized

through interest expense over the respective term of the debt.

During the second quarter of fiscal 2025, we entered into a $750.0 million notional amount interest rate swap to convert our $750.0

million of fixed-rate notes due January 30, 2030, to a floating rate.

During the second quarter of fiscal 2025, our $500.0 million notional amount interest rate swap to convert our $500.0 million of fixed-

rate notes due November 18, 2025 to a floating rate was called by the counterparty prior to the maturity date. The previously existing

swap was designated as a fair value hedge, and concurrent with the swap being called, we ceased recording market value adjustments

to the associated hedged debt.

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 November 23, 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.

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 November 23, 2025, $1,460.1 million of our total accounts payable were payable to suppliers who utilize these

third-party services. As of May 25, 2025, $1,427.5 million of our total accounts payable were payable to suppliers who utilize these

third-party services.

(7) Debt

The components of notes payable and their respective weighted-average interest rates were as follows:

Nov. 23, 2025May 25, 2025
In MillionsNotes PayableWeighted- Average Interest RateNotes PayableWeighted- Average Interest Rate
U.S. commercial paper$——%$669.44.5%
Financial institutions16.86.07.65.8
Total$16.86.0%$677.04.5%

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 November 23, 2025:

In MillionsBorrowing CapacityBorrowed Amount
Committed credit facility expiring October 2029$2,700.0$—
Uncommitted credit facilities and lines of credit771.816.8
Total$3,471.8$16.8

The credit facilities contain covenants, including a requirement to maintain a fixed charge coverage ratio of at least 2.5 times. We were

in compliance with all credit facility covenants as of November 23, 2025.

Long-Term Debt

The fair values and carrying amounts of long-term debt, including the current portion, were $13,390.1 million and $13,718.0 million,

respectively, as of November 23, 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 second quarter of fiscal 2026, we repaid €500.0 million of 0.125 percent fixed-rate notes due November 15, 2025, with cash on

hand.

In the fourth quarter of fiscal 2025, we issued €750.0 million of 3.6 percent fixed-rate notes due April 17, 2032. We used the net

proceeds to repay $800.0 million of 4.0 percent fixed-rate notes due April 17, 2025 and a portion of our outstanding commercial

paper, as well as for general corporate purposes.

In the third quarter of fiscal 2025, we repaid $500.0 million of 5.241 percent fixed-rate notes due November 18, 2025, using proceeds

from the issuance of commercial paper.

In the second quarter of fiscal 2025, we issued $750.0 million of 4.875 percent fixed-rate notes due January 30, 2030. We used the net

proceeds to fund the Whitebridge Pet Brands acquisition.

In the second quarter of fiscal 2025, we issued $750.0 million of 5.25 percent fixed-rate notes due January 30, 2035. We used the net

proceeds to fund the Whitebridge Pet Brands acquisition.

In the second quarter of fiscal 2025, we issued €250.0 million of floating-rate notes due April 22, 2026. We used the net proceeds to

repay €250.0 million of floating-rate notes due November 8, 2024.

In the second quarter of fiscal 2025, we issued €500.0 million of floating-rate notes due October 22, 2026. We used the net proceeds to

repay €500.0 million of floating-rate notes due November 8, 2024.

Certain of our long-term debt agreements contain restrictive covenants. As of November 23, 2025, we were in compliance with all of

these covenants.

(8) Noncontrolling Interest

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 $252.8 million. The GMC Class A Interests represented

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

three-month Term SOFR plus 261 basis points.

(9) Stockholders’ Equity

The following tables provide details of total comprehensive income:

Quarter EndedQuarter Ended
Nov. 23, 2025Nov. 24, 2024
General MillsNoncontrolling InterestsGeneral MillsNoncontrolling Interests
In MillionsPretaxTaxNetNetPretaxTaxNetNet
Net earnings, including earnings attributable to noncontrolling interests$413.0$1.3$795.7$6.6
Other comprehensive income (loss):
Foreign currency translation$34.8$(21.9)12.9(0.5)$100.9$(70.8)30.1(1.3)
Other fair value changes:
Hedge derivatives4.0(0.9)3.1—11.8(2.6)9.2—
Reclassification to earnings:
Hedge derivatives (a)(4.1)(0.6)(4.7)—1.20.51.7—
Amortization of losses and prior service costs (b)21.2(4.2)17.0—14.6(2.9)11.7—
Other comprehensive income (loss)$55.9$(27.6)28.3(0.5)$128.5$(75.8)52.7(1.3)
Total comprehensive income$441.3$0.8$848.4$5.3

(a)(Gain) loss 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. In the second quarter of fiscal 2026, a $6.7 million loss related to a curtailment was reclassified

from AOCI into earnings and is reported in Restructuring, transformation, impairment and other exit costs in our Consolidated Statements of Earnings.

Six-Month Period EndedSix-Month Period Ended
Nov. 23, 2025Nov. 24, 2024
General MillsNoncontrolling InterestsGeneral MillsNoncontrolling Interests
In MillionsPretaxTaxNetNetPretaxTaxNetNet
Net earnings, including earnings attributable to noncontrolling interests$1,617.2$1.1$1,375.6$10.3
Other comprehensive (loss) income:
Foreign currency translation$(69.3)$17.0(52.3)—$7.0$(39.3)(32.3)(0.8)
Net actuarial loss(7.5)—(7.5)—————
Other fair value changes:
Hedge derivatives10.2(2.1)8.1—4.3(1.1)3.2—
Reclassification to earnings:
Hedge derivatives (a)(3.2)(0.7)(3.9)—0.80.91.7—
Amortization of losses and prior service costs (b)35.8(7.4)28.4—29.1(5.8)23.3—
Other comprehensive loss$(34.0)$6.8(27.2)—$41.2$(45.3)(4.1)(0.8)
Total comprehensive income$1,590.0$1.1$1,371.5$9.5

(a)(Gain) loss 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. In the second quarter of fiscal 2026, a $6.7 million loss related to a curtailment was reclassified

from AOCI into earnings and is reported in Restructuring, transformation, impairment and other exit costs in our Consolidated Statements of Earnings.

Accumulated other comprehensive loss balances, net of tax effects, were as follows:

In MillionsNov. 23, 2025May 25, 2025
Foreign currency translation adjustments$(929.0)$(876.7)
Unrealized loss from hedge derivatives(3.2)(7.4)
Pension, other postretirement, and postemployment benefits:
Net actuarial loss(1,697.9)(1,726.8)
Prior service credits57.965.9
Accumulated other comprehensive loss$(2,572.2)$(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.

Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings was as follows:

Quarter EndedSix-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
Compensation expense related to stock-based payments$24.2$26.3$39.3$46.6

Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings includes amounts

recognized in restructuring, transformation, impairment, and other exit costs in fiscal 2026.

(Shortfall) windfall tax benefits from stock-based payments in income tax expense in our Consolidated Statements of Earnings were as

follows:

Quarter EndedSix-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
(Shortfall) windfall tax benefits from stock-based payments$(0.1)$2.0$(1.6)$4.8

As of November 23, 2025, unrecognized compensation expense related to non-vested stock options, restricted stock units, and

performance share units was $158.8 million. This expense will be recognized over 26 months on average.

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:

Six-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024
Net cash proceeds$0.3$33.8
Intrinsic value of options exercised$—$10.0

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:

Six-Month Period Ended
Nov. 23, 2025Nov. 24, 2024
Estimated fair values of stock options granted$9.45$13.26
Assumptions:
Risk-free interest rate4.2%4.5%
Expected term8.0 years8.5 years
Expected volatility22.3%21.6%
Dividend yield4.7%3.8%

The total grant date fair value of restricted stock unit awards that vested during the period was as follows:

Six-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024
Total grant date fair value$107.1$97.0

(11) Earnings Per Share

Basic and diluted earnings per share (EPS) were calculated using the following:

Quarter EndedSix-Month Period Ended
In Millions, Except per Share DataNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
Net earnings attributable to General Mills$413.0$795.7$1,617.2$1,375.6
Average number of common shares – basic EPS536.4556.9538.8558.7
Incremental share effect from: (a)
Stock options0.11.90.21.7
Restricted stock units and performance share units0.81.61.01.8
Average number of common shares – diluted EPS537.3560.4540.0562.2
Earnings per share – basic$0.78$1.43$3.00$2.46
Earnings per share – diluted$0.78$1.42$3.00$2.45

(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 EndedSix-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
Anti-dilutive stock options, restricted stock units, and performance share units12.53.111.63.2

(12) Share Repurchases

Share repurchases were as follows:

Quarter EndedSix-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
Shares of common stock1.34.210.08.7
Aggregate purchase price$50.5$303.0$504.5$605.2

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 in the first quarter of fiscal 2026 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. We received a

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

In the first quarter of fiscal 2026, we recorded the transactions under the ASR agreements on our Consolidated Balance Sheets as an

increase in treasury stock of $450.0 million and a decrease in additional paid-in capital of $50.0 million. Upon completion of the ASR

agreements in the second quarter of fiscal 2026, we reclassified $50.0 million from additional paid-in capital to treasury stock on our

Consolidated Balance Sheets.

(13) Statements of Cash Flows

Our Consolidated Statements of Cash Flows include the following:

Six-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024
Net cash interest payments$268.8$139.6
Net income tax payments$231.7$252.1

(14) Retirement and Postemployment Benefits

Components of net periodic benefit expense (income) are as follows:

Defined Benefit Pension PlansOther Postretirement Benefit PlansPostemployment Benefit Plans
Quarter EndedQuarter EndedQuarter Ended
In MillionsNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
Service cost$10.4$12.9$0.6$1.1$1.7$1.7
Interest cost72.876.74.25.30.91.0
Expected return on plan assets(101.3)(105.0)(8.4)(8.9)——
Amortization of losses (gains)26.224.9(6.5)(5.1)—0.2
Amortization of prior service costs (credits)0.30.4(5.3)(5.6)(0.2)(0.2)
Other adjustments————2.12.5
Curtailment loss (gain)6.7—(0.5)———
Net expense (income)$15.1$9.9$(15.9)$(13.2)$4.5$5.2
Defined Benefit Pension PlansOther Postretirement Benefit PlansPostemployment Benefit Plans
Six-Month Period EndedSix-Month Period EndedSix-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
Service cost$20.9$25.9$1.2$2.2$3.4$3.5
Interest cost145.7153.48.410.61.82.0
Expected return on plan assets(202.6)(210.0)(16.8)(17.9)——
Amortization of losses (gains)52.550.0(13.0)(10.3)0.10.3
Amortization of prior service costs (credits)0.60.7(10.6)(11.1)(0.5)(0.5)
Other adjustments————4.15.1
Curtailment loss (gain)6.7—(0.5)———
Net expense (income)$23.8$20.0$(31.3)$(26.5)$8.9$10.4

(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 six-month period ended November 23, 2025, and there was no material impact to our income tax expense. As of the six-

month period ended November 23, 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.

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, fresh 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 and fresh 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.

Our operating segment results were as follows:

Quarter Ended November 23, 2025
North America RetailInternationalNorth America PetNorth America FoodserviceTotal
Segment net sales$2,883.3$728.9$660.4$581.8$4,854.4
Corporate and other net sales6.4
Total net sales$4,860.8
Cost of sales1,794.7541.3394.2433.5
Selling, general, and administrative expenses406.3159.2143.143.5
Segment operating profit$682.3$28.4$123.1$104.8$938.6
Unallocated corporate items88.5
Restructuring, transformation, impairment, and other exit costs122.1
Operating profit$728.0
Quarter Ended November 24, 2024
North America RetailInternationalNorth America PetNorth America FoodserviceTotal
Segment net sales$3,321.5$690.6$595.8$630.0$5,237.9
Corporate and other net sales2.2
Total net sales$5,240.1
Cost of sales2,023.9520.5341.6466.6
Selling, general, and administrative expenses435.3146.3114.944.9
Segment operating profit$862.3$23.8$139.3$118.5$1,143.9
Unallocated corporate items64.8
Restructuring, transformation, impairment, and other exit costs1.2
Operating profit$1,077.9
Six-Month Period Ended November 23, 2025
North America RetailInternationalNorth America PetNorth America FoodserviceTotal
Segment net sales$5,508.8$1,489.1$1,270.4$1,098.5$9,366.8
Corporate and other net sales11.5
Total net sales$9,378.3
Cost of sales3,459.21,080.1762.8835.8
Selling, general, and administrative expenses803.1314.9271.687.3
Segment operating profit$1,246.5$94.1$236.0$175.4$1,752.0
Unallocated corporate items214.2
Divestitures gain(1,054.4)
Restructuring, transformation, impairment, and other exit costs138.4
Operating profit$2,453.8
Six-Month Period Ended November 24, 2024
North America RetailInternationalNorth America PetNorth America FoodserviceTotal
Segment net sales$6,338.1$1,407.6$1,171.9$1,166.2$10,083.8
Corporate and other net sales4.4
Total net sales$10,088.2
Cost of sales3,860.31,068.8679.7887.7
Selling, general, and administrative expenses869.8294.1233.588.5
Segment operating profit$1,608.0$44.7$258.7$190.0$2,101.4
Unallocated corporate items188.6
Restructuring, transformation, impairment, and other exit costs3.4
Operating profit$1,909.4

Net sales for our North America Retail operating units were as follows:

Quarter EndedSix-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
U.S. Meals & Baking Solutions$1,312.8$1,327.9$2,234.2$2,274.2
Big G Cereal & Canada (a)779.51,150.51,646.42,310.3
U.S. Snacks791.0843.11,628.21,753.6
Total$2,883.3$3,321.5$5,508.8$6,338.1

(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.

Net sales by class of similar products were as follows:

Quarter EndedSix-Month Period Ended
In MillionsNov. 23, 2025Nov. 24, 2024Nov. 23, 2025Nov. 24, 2024
Snacks$1,017.9$1,055.0$2,067.6$2,161.8
Cereal791.2829.51,558.41,622.6
Convenient meals827.0795.11,477.81,474.0
Pet698.7623.81,341.71,228.4
Dough720.9722.61,236.01,240.4
Baking mixes and ingredients556.0577.21,004.01,034.3
Super-premium ice cream175.8163.6397.2376.5
Yogurt—377.8102.0749.7
Other73.395.5193.6200.5
Total$4,860.8$5,240.1$9,378.3$10,088.2

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