General Mills(GIS) - 2026 Q1 - Quarterly Report

PART I – Financial Information This section presents General Mills' unaudited consolidated financial statements and management's discussion for Q1 FY26 Item 1. Financial Statements This section presents General Mills' unaudited consolidated financial statements and notes for the quarter ended August 24, 2025 Consolidated Statements of Earnings The Consolidated Statements of Earnings show a significant increase in operating profit and net earnings for Q1 FY26, driven by a divestiture gain | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | Change (%) | | :--------------------------------------- | :------------------------------------- | :------------------------------------- | :--------- | | Net sales | $4,517.5 | $4,848.1 | -6.8% | | Operating profit | $1,725.8 | $831.5 | 107.6% | | Net earnings attributable to General Mills | $1,204.2 | $579.9 | 107.7% | | Earnings per share – diluted | $2.22 | $1.03 | 115.5% | - Operating profit and net earnings significantly increased due to a $1,054.4 million divestitures gain in the current quarter[12] Consolidated Statements of Comprehensive Income Total comprehensive income for General Mills more than doubled year-over-year, driven by higher net earnings | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | Change (%) | | :------------------------------------- | :------------------------------------- | :------------------------------------- | :--------- | | Net earnings | $1,204.0 | $583.6 | 106.3% | | Other comprehensive loss, net of tax | $(55.0) | $(56.3) | -2.3% | | Total comprehensive income | $1,149.0 | $527.3 | 117.9% | | Comprehensive income attributable to General Mills | $1,148.7 | $523.1 | 119.6% | Consolidated Balance Sheets The balance sheet shows a slight decrease in total assets and liabilities, while total equity increased, driven by higher retained earnings | Metric | Aug. 24, 2025 (Millions) | May 25, 2025 (Millions) | Change (%) | | :--------------------------------- | :----------------------- | :---------------------- | :--------- | | Cash and cash equivalents | $952.9 | $363.9 | 161.8% | | Total current assets | $5,239.8 | $5,275.7 | -0.7% | | Total assets | $33,015.6 | $33,071.1 | -0.2% | | Total current liabilities | $7,959.6 | $7,857.3 | 1.3% | | Total liabilities | $23,496.7 | $23,859.9 | -1.5% | | Total equity | $9,518.9 | $9,211.2 | 3.3% | - Assets held for sale decreased from $740.4 million to $0, indicating the completion of divestitures[16] Consolidated Statements of Total Equity Total equity increased quarter-over-quarter, primarily due to net earnings, partially offset by cash dividends and share repurchases | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | Change (%) | | :--------------------------------------- | :------------------------------------- | :------------------------------------- | :--------- | | Total equity, beginning balance | $9,211.2 | $9,648.5 | -4.5% | | Net earnings attributable to General Mills | $1,204.2 | $579.9 | 107.7% | | Cash dividends declared | $(330.9) | $(337.8) | -2.0% | | Common stock in treasury, ending balance | $(11,866.6) | $(10,601.9) | 11.9% | | Total equity, ending balance | $9,518.9 | $9,526.6 | -0.1% | Consolidated Statements of Cash Flows Cash from operations decreased, while investing activities generated significant cash due to divestitures, and financing activities used more cash | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | Change (Millions) | | :------------------------------------- | :------------------------------------- | :------------------------------------- | :---------------- | | Net cash provided by operating activities | $397.0 | $624.2 | $(227.2) | | Net cash provided by (used by) investing activities | $1,694.8 | $(148.0) | $1,842.8 | | Net cash used by financing activities | $(1,507.2) | $(429.4) | $(1,077.8) | | Increase in cash and cash equivalents | $589.0 | $50.1 | $538.9 | | Cash and cash equivalents - end of period | $952.9 | $468.1 | $484.8 | - Investing activities were significantly boosted by $1,803.4 million in proceeds from divestitures in Q1 FY26[20] - Financing activities saw a substantial increase in cash used, primarily due to $654.8 million in net debt payments and $500.0 million in common stock repurchases[20] Notes to Consolidated Financial Statements The notes provide essential context and detail for the financial statements, covering accounting policies, significant transactions, and segment performance (1) Background Interim financial statements are prepared under GAAP, and Q1 FY26 results are not indicative of the full fiscal year - Interim financial statements are prepared under GAAP, and Q1 FY26 results are not necessarily indicative of the full fiscal year[22] - Accounting policies are consistent with the Annual Report on Form 10-K for the fiscal year ended May 25, 2025[23] (2) Acquisition and Divestitures General Mills completed the sale of its U.S. yogurt business in Q1 FY26, recording a significant pre-tax gain, and acquired Whitebridge Pet Brands - Completed the sale of the United States yogurt business in Q1 FY26, recording a pre-tax gain of $1,046.5 million[25] - Recorded a $7.9 million increase to the pre-tax gain from the sale of the Canada yogurt business in Q1 FY26[25] - Acquired NX Pet Holding, Inc. (Whitebridge Pet Brands) for $1.4 billion in Q3 FY25, adding $1,086.7 million in goodwill and $289.0 million for the Tiki Pets brand[26] (3) Restructuring, Transformation, Impairment, and Other Exit Costs The company recorded $18.3 million in restructuring and transformation charges in Q1 FY26, an increase from the prior year | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :------------------------------------------------ | :------------------------------------- | :------------------------------------- | | Restructuring, transformation, impairment, and other exit costs | $16.3 | $2.2 | | Cost of sales (restructuring charges) | $2.0 | $0.7 | | Total restructuring, transformation, and impairment charges | $18.3 | $2.9 | - Net cash paid for restructuring and transformation actions increased from $2.7 million in Q1 FY25 to $21.0 million in Q1 FY26[28] Reserve Balance for Restructuring and Transformation Actions | Metric | Amount (Millions) | | :---------------------------------- | :---------------- | | Reserve balance as of May 25, 2025 | $77.1 | | Fiscal 2026 charges | $0.6 | | Utilized in fiscal 2026 | $(8.4) | | Reserve balance as of Aug. 24, 2025 | $69.3 | (4) Goodwill and Other Intangible Assets Goodwill and other intangible assets saw minor changes in Q1 FY26, primarily due to foreign currency translation | Metric | Aug. 24, 2025 (Millions) | May 25, 2025 (Millions) | | :---------------------------------- | :----------------------- | :---------------------- | | Goodwill | $15,660.2 | $15,622.4 | | Other intangible assets | $7,087.3 | $7,081.4 | | Total | $22,747.5 | $22,703.8 | - Annual amortization expense for finite-lived intangible assets is estimated at approximately $20 million for each of the next five fiscal years[31] - The company monitors Progresso, Nudges, True Chews, and Kitano brand intangible assets for potential impairment[34] (5) Inventories Total inventories increased from May 25, 2025, to August 24, 2025, primarily driven by an increase in finished goods | Component | Aug. 24, 2025 (Millions) | May 25, 2025 (Millions) | | :-------------------------- | :----------------------- | :---------------------- | | Finished goods | $2,068.0 | $1,883.9 | | Raw materials and packaging | $496.0 | $460.0 | | Grain | $77.8 | $112.5 | | Excess of FIFO over LIFO cost | $(590.3) | $(545.6) | | Total | $2,051.5 | $1,910.8 | (6) Risk Management Activities General Mills uses derivatives to manage market price risks for commodities and foreign currency, aiming for price certainty - Derivatives are used to manage price risk for principal ingredients (grains, oils, dairy) and energy costs to achieve future price certainty[36] - Changes in derivative values are recorded in cost of sales, with gains/losses reclassified from unallocated corporate items to segment operating profit[37][38] Net Loss on Mark-to-Market Valuation of Commodity Positions | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :---------------------------------------------------------------- | :------------------------------------- | :------------------------------------- | | Net loss on mark-to-market valuation of certain commodity positions | $(0.5) | $(37.7) | | Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items | $(8.5) | $(28.8) | (7) Debt Notes payable significantly decreased, primarily due to the reduction in U.S. commercial paper, while maintaining substantial credit facilities Notes Payable | Metric | Aug. 24, 2025 (Millions) | May 25, 2025 (Millions) | Weighted Average Interest Rate (Aug. 24, 2025) | | :----------------------- | :----------------------- | :---------------------- | :--------------------------------------------- | | U.S. commercial paper | $- | $669.4 | -% | | Financial institutions | $22.1 | $7.6 | 6.0% | | Total notes payable | $22.1 | $677.0 | 6.0% | Credit Facilities | Credit Facility | Borrowing Capacity (Millions) | Borrowed Amount (Millions) | | :------------------------------------ | :---------------------------- | :------------------------- | | 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 | - The company was in compliance with all credit facility covenants, including maintaining a fixed charge coverage ratio of at least 2.5 times, as of August 24, 2025[44][49] (8) Noncontrolling Interests General Mills purchased the outstanding Class A limited membership interests of General Mills Cereals, LLC in Q4 FY25 for $252.8 million - In Q4 FY25, General Mills purchased the outstanding GMC Class A limited membership interests for $252.8 million, which represented its principal noncontrolling interest[50] (9) Stockholders' Equity Stockholders' equity details the components of comprehensive income and accumulated other comprehensive loss, showing various impacts Comprehensive Income Attributable to General Mills | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :------------------------------------------------ | :------------------------------------- | :------------------------------------- | | Net earnings attributable to General Mills | $1,204.2 | $579.9 | | Other comprehensive (loss) income attributable to General Mills | $(55.5) | $(56.8) | | Total comprehensive income attributable to General Mills | $1,148.7 | $523.1 | Accumulated Other Comprehensive Loss (AOCI) | Component of AOCI | Aug. 24, 2025 (Millions) | May 25, 2025 (Millions) | | :------------------------------------------ | :----------------------- | :---------------------- | | 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 | $61.9 | $65.9 | | Accumulated other comprehensive loss | $(2,600.5) | $(2,545.0) | (10) Stock Plans Compensation expense related to stock-based payments decreased in Q1 FY26, with fair value estimated using a Black-Scholes model Stock-Based Payments | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :------------------------------------------ | :------------------------------------- | :------------------------------------- | | Compensation expense related to stock-based payments | $15.1 | $20.3 | | (Shortfall) windfall tax impacts of stock-based payments | $(1.5) | $2.8 | - Unrecognized compensation expense for non-vested stock awards was $181.6 million as of August 24, 2025, to be recognized over an average of 28 months[55] Stock Option Valuation Assumptions | Assumption | Quarter Ended Aug. 24, 2025 | Quarter Ended Aug. 25, 2024 | | :------------------------ | :-------------------------- | :-------------------------- | | Risk-free interest rate | 4.2% | 4.5% | | Expected term | 8.0 years | 8.5 years | | Expected volatility | 22.3% | 21.6% | | Dividend yield | 4.7% | 3.8% | (11) Earnings Per Share Basic and diluted EPS significantly increased in Q1 FY26, driven by higher net earnings and fewer diluted shares outstanding | Metric | Quarter Ended Aug. 24, 2025 | Quarter Ended Aug. 25, 2024 | | :------------------------------------------ | :-------------------------- | :-------------------------- | | Net earnings attributable to General Mills (Millions) | $1,204.2 | $579.9 | | Average number of common shares – basic EPS (Millions) | 541.3 | 560.5 | | Average number of common shares – diluted EPS (Millions) | 542.5 | 563.8 | | Earnings per share – basic | $2.22 | $1.03 | | Earnings per share – diluted | $2.22 | $1.03 | - Anti-dilutive stock options, restricted stock units, and performance share units increased from 4.4 million in Q1 FY25 to 11.6 million in Q1 FY26[58] (12) Share Repurchases General Mills repurchased a higher number of shares for a greater aggregate price in Q1 FY26, primarily through ASR agreements Share Repurchase Activity | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :-------------------------- | :------------------------------------- | :------------------------------------- | | Shares of common stock | 8.7 | 4.5 | | Aggregate purchase price | $454.0 | $302.2 | - Entered into two ASR agreements totaling $500.0 million in Q1 FY26, receiving an initial delivery of 7.5 million shares, funded by divestiture proceeds[59] - The delivery of 8.7 million shares under ASR agreements reduced outstanding shares for EPS calculation in Q1 FY26[62] (13) Statements of Cash Flows (Supplemental) Supplemental cash flow information shows an increase in both net cash interest payments and net income tax payments for Q1 FY26 | Metric | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :------------------------- | :------------------------------------- | :------------------------------------- | | Net cash interest payments | $125.9 | $83.7 | | Net income tax payments | $24.8 | $18.7 | (14) Retirement and Postemployment Benefits Net periodic benefit expense for defined benefit pension plans decreased, while other postretirement benefit plans generated net income | Benefit Plan | Quarter Ended Aug. 24, 2025 (Millions) | Quarter Ended Aug. 25, 2024 (Millions) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | | Defined Benefit Pension Plans | $8.7 | $10.1 | | Other Postretirement Benefit Plans | $(15.4) | $(13.3) | | Postemployment Benefit Plans | $4.4 | $5.2 | (15) Income Taxes The effective tax rate increased in Q1 FY26, primarily due to unfavorable tax components related to the U.S. yogurt business sale - The effective tax rate for Q1 FY26 was 25.6%, up from 21.8% in Q1 FY25, primarily due to unfavorable tax components from the U.S. yogurt business sale and earnings mix[90] - The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025, with no material impact on income tax expense for Q1 FY26[65][91] - OECD Pillar 2 rules, effective for fiscal 2025 in numerous countries, had no material impact on consolidated financial statements[66] (16) Business Segment and Geographic Information General Mills operates in four segments, with segment operating profit being the primary metric for performance assessment - Operating segments include North America Retail, International, North America Pet, and North America Foodservice[68] - Segment operating profit excludes unallocated corporate items, divestiture gains/losses, and restructuring costs, as these are centrally managed[74] Segment Net Sales and Operating Profit | Segment | Q1 FY26 Net Sales (Millions) | Q1 FY25 Net Sales (Millions) | Q1 FY26 Operating Profit (Millions) | Q1 FY25 Operating Profit (Millions) | | :------------------------ | :--------------------------- | :--------------------------- | :---------------------------------- | :---------------------------------- | | North America Retail | $2,625.5 | $3,016.6 | $564.2 | $745.7 | | International | $760.2 | $717.0 | $65.7 | $20.9 | | North America Pet | $610.0 | $576.1 | $112.9 | $119.4 | | North America Foodservice | $516.7 | $536.2 | $70.6 | $71.5 | | Total Segment | $4,512.4 | $4,845.9 | $813.4 | $957.5 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of General Mills' financial performance, liquidity, and critical accounting estimates for Q1 FY26 Introduction General Mills' key priorities for fiscal 2026 include returning North America Retail to volume growth and accelerating North America Pet growth - Key priorities for fiscal 2026 are to return North America Retail to volume growth, accelerate North America Pet growth, and drive efficiencies for reinvestment[78] - Category growth is expected to be below long-term projections due to less benefit from net price realization and mix amid a challenging consumer backdrop[78] - Strategic investment includes launching Blue Buffalo into the U.S. fresh pet food sub-category in calendar 2025[78] - The net impact of North American yogurt divestitures and Whitebridge Pet Brands acquisition is expected to reduce adjusted operating profit growth by approximately 5 points in fiscal 2026[78] Consolidated Results of Operations In Q1 FY26, net sales decreased 7% (3% organic), while operating profit surged 108% due to a divestiture gain Consolidated Financial Highlights | Metric | Q1 FY26 Value (Millions) | Q1 FY25 Value (Millions) | % Change | Constant Currency Growth (a) | | :--------------------------------------- | :----------------------- | :----------------------- | :------- | :--------------------------- | | Net sales | $4,517.5 | $4,848.1 | (7)% | | | Operating profit | $1,725.8 | $831.5 | 108% | | | Net earnings attributable to General Mills | $1,204.2 | $579.9 | 108% | | | Diluted earnings per share | $2.22 | $1.03 | 116% | | | Organic net sales growth rate | | | (3)% | | | Adjusted operating profit | $711.2 | $865.3 | (18)% | (18)% | | Adjusted diluted earnings per share | $0.86 | $1.07 | (20)% | (20)% | - The 108% increase in operating profit was primarily driven by a $1,054.4 million divestiture gain from the sale of the U.S. yogurt business[79][87] Net Sales Growth Components | Component of Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :---------------------------- | :------------------ | | Contributions from volume growth | (8) pts | | Net price realization and mix | 1 pt | | Foreign currency exchange | Flat | | Net sales growth | (7)% | Organic Net Sales Growth Components | Component of Organic Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :------------------------------------ | :------------------ | | Contributions from organic volume growth | (1) pt | | Organic net price realization and mix | (2) pts | | Organic net sales growth | (3) pts | Segment Operating Results Segment results show varied performance, with North America Retail declining, International growing, and North America Pet sales up but profit down North America Retail Segment Results North America Retail net sales decreased 13% (5% organic) in Q1 FY26, primarily due to lower volume and divestitures North America Retail Financial Highlights | Metric | Q1 FY26 Net Sales (Millions) | Q1 FY25 Net Sales (Millions) | % Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :------- | | Net sales | $2,625.5 | $3,016.6 | (13)% | | Segment operating profit | $564.2 | $745.7 | (24)% | North America Retail Net Sales Growth Components | Component of Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :---------------------------- | :------------------ | | Contributions from volume growth | (16) pts | | Net price realization and mix | 3 pts | | Divestitures | (8) pts | | Net sales growth | (13)% | - Organic net sales decreased 5%, driven by unfavorable organic net price realization and mix and a decrease in organic volume growth[99] International Segment Results International net sales increased 6% (4% organic) in Q1 FY26, driven by favorable net price realization and foreign currency International Financial Highlights | Metric | Q1 FY26 Net Sales (Millions) | Q1 FY25 Net Sales (Millions) | % Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :------- | | Net sales | $760.2 | $717.0 | 6% | | Segment operating profit | $65.7 | $20.9 | 214% | International Net Sales Growth Components | Component of Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :---------------------------- | :------------------ | | Contributions from volume growth | (2) pts | | Net price realization and mix | 6 pts | | Foreign currency exchange | 3 pts | | Net sales growth | 6% | - International organic net sales increased 4%, driven by favorable organic net price realization and mix, partially offset by a decrease in organic volume growth[105] North America Pet Segment Results North America Pet net sales increased 6% in Q1 FY26, but segment operating profit decreased 5% due to higher costs North America Pet Financial Highlights | Metric | Q1 FY26 Net Sales (Millions) | Q1 FY25 Net Sales (Millions) | % Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :------- | | Net sales | $610.0 | $576.1 | 6% | | Segment operating profit | $112.9 | $119.4 | (5)% | North America Pet Net Sales Growth Components | Component of Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :---------------------------- | :------------------ | | Contributions from volume growth | 1 pt | | Net price realization and mix | 5 pts | | Acquisition | 11 pts | | Organic net sales growth | (5) pts | | Net sales growth | 6% | - Organic net sales for North America Pet decreased 5%, driven by a decrease in contributions from organic volume growth[110] North America Foodservice Segment Results North America Foodservice net sales decreased 4% in Q1 FY26, primarily due to lower volume and unfavorable net price realization North America Foodservice Financial Highlights | Metric | Q1 FY26 Net Sales (Millions) | Q1 FY25 Net Sales (Millions) | % Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :------- | | Net sales | $516.7 | $536.2 | (4)% | | Segment operating profit | $70.6 | $71.5 | (1)% | North America Foodservice Net Sales Growth Components | Component of Net Sales Growth | Q1 FY26 vs. Q1 FY25 | | :---------------------------- | :------------------ | | Contributions from volume growth | (2) pts | | Net price realization and mix | (2) pts | | Divestitures | (5) pts | | Organic net sales growth | 1 pt | | Net sales growth | (4)% | - Organic net sales for North America Foodservice increased 1%, driven by an increase in contributions from organic volume growth[115] Unallocated Corporate Items Unallocated corporate expenses remained relatively stable in Q1 FY26, with transaction costs related to the U.S. yogurt business sale | Metric | Q1 FY26 (Millions) | Q1 FY25 (Millions) | | :---------------------------------------------------------------- | :----------------- | :----------------- | | Unallocated corporate expenses | $126 | $124 | | Transaction costs related to U.S. yogurt business sale | $12 | $- | | Net increase in expense from mark-to-market valuation of commodity positions and grain inventories | $8 | $29 | | Acquisition integration costs | $1 | $2 | Liquidity and Capital Resources Cash from operations decreased, while investing activities generated significant cash due to divestitures, and financing activities used more cash Cash Flow Activities | Cash Flow Activity | Q1 FY26 (Millions) | Q1 FY25 (Millions) | Change (Millions) | | :-------------------------------- | :----------------- | :----------------- | :---------------- | | Net cash provided by operating activities | $397 | $624 | $(227) | | Net cash provided by investing activities | $1,695 | $(148) | $1,843 | | Net cash used by financing activities | $(1,507) | $(429) | $(1,078) | - Investing activities were significantly boosted by $1,798 million cash from the sale of the U.S. yogurt business[119] - The company has $2,166 million of long-term debt maturing in the next 12 months and expects adequate liquidity[124] Critical Accounting Estimates Critical accounting estimates remain consistent with the prior annual report, with no impairment found in the fiscal 2025 annual test - Critical accounting estimates, such as revenue recognition and valuation of assets, use the same assumptions and methodologies as described in the FY25 Form 10-K[126] - No impairment was determined for goodwill and indefinite-lived intangible assets in the fiscal 2025 annual test, but certain brands are being monitored for potential impairment[127] Recently Issued Accounting Pronouncements General Mills is analyzing the impact of two recently issued FASB ASUs requiring additional income statement and income tax disclosures - FASB ASU 2024-03, requiring disaggregation of income statement expenses, is effective for annual periods beginning after December 15, 2026 (FY28)[128] - FASB ASU 2023-09, requiring enhanced income tax disclosures, is effective for annual periods beginning after December 15, 2024 (FY26)[129] Non-GAAP Measures This section provides reconciliations and explanations for non-GAAP financial measures used by management to show underlying performance - Non-GAAP measures are used to provide useful information to investors and management by offering transparency to underlying performance[130][131][142] Reconciliation of Operating Profit to Adjusted Operating Profit | Metric | Q1 FY26 Value (Millions) | Q1 FY25 Value (Millions) | % of Net Sales (Q1 FY26) | % of Net Sales (Q1 FY25) | | :--------------------------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Operating profit as reported | $1,725.8 | $831.5 | 38.2% | 17.2% | | Divestitures gain | $(1,054.4) | $- | (23.3)% | -% | | Restructuring and transformation charges | $18.3 | $2.9 | 0.4% | 0.1% | | Transaction costs | $11.8 | $- | 0.3% | -% | | Mark-to-market effects | $8.5 | $28.8 | 0.2% | 0.6% | | Acquisition integration costs | $1.4 | $1.6 | -% | -% | | Adjusted operating profit | $711.2 | $865.3 | 15.7% | 17.8% | Reconciliation of Diluted Earnings Per Share to Adjusted Diluted Earnings Per Share | Metric | Q1 FY26 | Q1 FY25 | Change (%) | Constant-currency Growth (%) | | :------------------------------------------ | :------ | :------ | :--------- | :--------------------------- | | 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)% | (20)% | Glossary This section defines key financial and operational terms used throughout the report, including GAAP and non-GAAP measures - Provides definitions for key terms such as 'Adjusted diluted EPS', 'Adjusted operating profit', 'Constant currency', 'Derivatives', 'Fair value hierarchy', 'Goodwill', 'Holistic Margin Management (HMM)', 'Organic net sales growth', and 'Strategic Revenue Management (SRM)'[159][160][161][162][163][165][167][173][176] CAUTIONARY STATEMENT RELEVANT TO FORWARD -LOOKING INFORMATION FOR THE PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This cautionary statement identifies various risks and uncertainties that could cause actual results to differ materially from forward-looking projections - Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from projections[179] - Key risk factors include tariffs, supply chain disruptions, competitive dynamics, economic conditions, and regulatory changes[181] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company provides a quantitative disclosure of its estimated maximum potential value-at-risk (VaR) for various market-risk-sensitive instruments Value-at-Risk (VaR) for Market-Risk-Sensitive Instruments | Instrument Type | One-day Risk of Loss (Millions) | Change During Quarter Ended Aug. 24, 2025 (Millions) | 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 | Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of August 24, 2025 - Disclosure controls and procedures were evaluated and deemed effective as of August 24, 2025[184] - No material changes occurred in internal control over financial reporting during the quarter ended August 24, 2025[185] PART II – Other Information This section contains other required information, including equity security sales, market risk, controls, and exhibits Item 2. Unregistered Sales of Equity Securities and Use of Proceeds General Mills repurchased 8.7 million shares for $454.0 million in Q1 FY26, primarily through ASR agreements Common Stock Repurchases | 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 | 7,520,212 | $49.92 | 7,520,212 | 29,397,951 | | July 28, 2025 - August 24, 2025 | 1,199,631 | $50.41 | 1,199,631 | 28,198,320 | | Total | 8,719,843 | $49.99 | 8,719,843 | 28,198,320 | - The company entered into two ASR agreements totaling $500.0 million in Q1 FY26, receiving an initial delivery of 7.5 million shares[190] - The Board of Directors authorized the repurchase of up to 100,000,000 shares of common stock on June 27, 2022, with no expiration date[189] Item 5. Other Information No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter[191] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including stock award agreements, CEO/CFO certifications, and iXBRL financial statements - Exhibits include forms of Performance Stock Unit, Stock Option, and Restricted Stock Unit Award Agreements[193] - Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included[193] - Financial Statements from the Quarterly Report on Form 10-Q are formatted in Inline Extensible Business Reporting Language (iXBRL)[193] Signatures The report is duly signed on behalf of General Mills, Inc. by Mark A. Pallot, Vice President, Chief Accounting Officer - The report is signed by Mark A. Pallot, Vice President, Chief Accounting Officer, on September 17, 2025[196]