GIS 10-Q
General Mills Inc (GIS)
10-Q
2023-12-20
For: 2023-11-26
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
FOR THE QUARTERLY PERIOD ENDED
FOR THE TRANSITION PERIOD FROM TO
Commission file number:
________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
,
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
☑
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
☑
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑
Accelerated filer
☐
☐
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
☑
Number of shares of Common Stock outstanding as of December 13, 2023:
treasury).
3
General Mills, Inc.
Table of Contents
Page
4
5
6
7
Consolidated Statements of Cash Flows for the six-month periods ended November 26, 2023 and November
9
21
39
40
40
40
41
42
4
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Earnings
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Six-Month Period Ended
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Net sales
$
$
$
$
Cost of sales
Selling, general, and administrative expenses
Divestitures gain, net
(430.9 )
Restructuring, impairment, and other exit costs
Operating profit
Benefit plan non-service income
(20.1 )
(21.7 )
(37.1 )
(43.4 )
Interest, net
Earnings before income taxes and after-tax earnings from
Income taxes
After-tax earnings from joint ventures
Net earnings, including earnings attributable to
Net earnings attributable to noncontrolling interests
Net earnings attributable to General Mills
$
$
$
$
Earnings per share – basic
$
$
$
$
Earnings per share – diluted
$
$
$
$
See accompanying notes to consolidated financial statements.
5
Consolidated Statements of Comprehensive Income
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Six-Month Period Ended
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Net earnings, including earnings attributable to
$
$
$
$
Other comprehensive loss, net of tax:
Foreign currency translation
(22.3 )
(115.0 )
(40.4 )
(111.2 )
Other fair value changes:
Hedge derivatives
(0.4 )
(17.5 )
Reclassification to earnings:
Foreign currency translation
(7.4 )
Hedge derivatives
(2.4 )
(2.2 )
(0.4 )
Amortization of losses and prior service costs
Other comprehensive loss, net of tax
(13.6 )
(79.0 )
(24.7 )
(108.2 )
Total comprehensive income
Comprehensive income attributable to noncontrolling
Comprehensive income attributable to General Mills
$
$
$
$
See accompanying notes to consolidated financial statements.
6
Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Par Value)
Nov. 26, 2023
May 28, 2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
$
Receivables
Inventories
Prepaid expenses and other current assets
Total current assets
Land, buildings, and equipment
Goodwill
Other intangible assets
Other assets
Total assets
$
$
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
$
Current portion of long-term debt
Notes payable
Other current liabilities
Total current liabilities
Long-term debt
Deferred income taxes
Other liabilities
Total liabilities
Stockholders' equity:
Common stock,
Additional paid-in capital
Retained earnings
Common stock in treasury, at cost, shares of
(9,677.4 )
(8,410.0 )
Accumulated other comprehensive loss
(2,302.0 )
(2,276.9 )
Total stockholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
$
$
See accompanying notes to consolidated financial statements.
7
Consolidated Statements of Total Equity
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Nov. 26, 2023
Nov. 27, 2022
Shares
Amount
Shares
Amount
Total equity, beginning balance
$
$
Common stock,
Additional paid-in capital:
Beginning balance
Stock compensation plans
(6.5 )
(7.4 )
Unearned compensation related to stock unit awards
(0.5 )
(6.8 )
Earned compensation
Ending balance
Retained earnings:
Beginning balance
Net earnings attributable to General Mills
Cash dividends declared ($
(678.2 )
(641.6 )
Ending balance
Common stock in treasury:
Beginning balance
(173.4 )
(8,874.3 )
(160.3 )
(7,676.0 )
Shares purchased, including $
(12.4 )
(808.8 )
(5.2 )
(400.5 )
Stock compensation plans
Ending balance
(185.7 )
(9,677.4 )
(164.4 )
(8,023.5 )
Accumulated other comprehensive loss:
Beginning balance
(2,288.1 )
(1,998.4 )
Other comprehensive loss
(13.9 )
(79.6 )
Ending balance
(2,302.0 )
(2,078.0 )
Noncontrolling interests:
Beginning balance
Comprehensive income
Distributions to noncontrolling interest holders
(7.7 )
(2.9 )
Change in ownership interest
Ending balance
Total equity, ending balance
$
$
See accompanying notes to consolidated financial statements.
8
Consolidated Statements of Total Equity
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Six-Month Period Ended
Nov. 26, 2023
Nov. 27, 2022
Shares
Amount
Shares
Amount
Total equity, beginning balance
$
$
Common stock,
Additional paid-in capital:
Beginning balance
Stock compensation plans
Unearned compensation related to stock unit awards
(79.9 )
(85.8 )
Earned compensation
Ending balance
Retained earnings:
Beginning balance
Net earnings attributable to General Mills
Cash dividends declared ($
(1,026.7 )
(966.6 )
Ending balance
Common stock in treasury:
Beginning balance
(168.0 )
(8,410.0 )
(155.7 )
(7,278.1 )
Shares purchased, including $
(18.8 )
(1,313.5 )
(12.1 )
(901.3 )
Stock compensation plans
Ending balance
(185.7 )
(9,677.4 )
(164.4 )
(8,023.5 )
Accumulated other comprehensive loss:
Beginning balance
(2,276.9 )
(1,970.5 )
Other comprehensive loss
(25.1 )
(107.5 )
Ending balance
(2,302.0 )
(2,078.0 )
Noncontrolling interests:
Beginning balance
Comprehensive income
Distributions to noncontrolling interest holders
(12.0 )
(4.8 )
Change in ownership interest
Divestiture
Ending balance
Total equity, ending balance
$
$
See accompanying notes to consolidated financial statements.
9
Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Six-Month Period Ended
Nov. 26, 2023
Nov. 27, 2022
Cash Flows - Operating Activities
Net earnings, including earnings attributable to noncontrolling interests
$
$
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
After-tax earnings from joint ventures
(47.7 )
(45.2 )
Distributions of earnings from joint ventures
Stock-based compensation
Deferred income taxes
(58.7 )
(48.1 )
Pension and other postretirement benefit plan contributions
(12.5 )
(12.7 )
Pension and other postretirement benefit plan costs
(13.5 )
(13.5 )
Divestitures gain, net
(430.9 )
Restructuring, impairment, and other exit costs
(13.7 )
Changes in current assets and liabilities, excluding the effects of
(166.1 )
(64.4 )
Other, net
Net cash provided by operating activities
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment
(293.9 )
(226.7 )
Acquisition, net of cash acquired
(25.5 )
(251.5 )
Proceeds from divestitures, net of cash divested
Investments in affiliates, net
(1.5 )
(1.4 )
Proceeds from disposal of land, buildings, and equipment
Other, net
(6.5 )
Net cash (used) provided by investing activities
(316.2 )
Cash Flows - Financing Activities
Change in notes payable
Issuance of long-term debt
Payment of long-term debt
(400.0 )
(600.0 )
Proceeds from common stock issued on exercised options
Purchases of common stock for treasury
(1,301.4 )
(901.3 )
Dividends paid
(691.0 )
(647.9 )
Distributions to noncontrolling interest holders
(12.0 )
(4.8 )
Other, net
(41.8 )
(48.4 )
Net cash used by financing activities
(1,173.6 )
(1,230.5 )
Effect of exchange rate changes on cash and cash equivalents
(20.6 )
Increase in cash and cash equivalents
Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of period
$
$
Cash Flow from changes in current assets and liabilities, excluding the effects of
Receivables
$
(69.2 )
$
(200.8 )
Inventories
(278.5 )
Prepaid expenses and other current assets
Accounts payable
(329.1 )
Other current liabilities
Changes in current assets and liabilities
$
(166.1 )
$
(64.4 )
See accompanying notes to consolidated financial statements.
10
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 and
any noncontrolling interests’ share of those transactions. Operating results for the fiscal quarter ended November 26, 2023, are not
necessarily indicative of the results that may be expected for the fiscal year ending May 26, 2024.
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 28, 2023. 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 with the exception of
new requirements adopted in the first quarter of fiscal 2024.
In the first quarter of fiscal 2024, we adopted optional accounting guidance to ease the burden in accounting for reference rate reform.
The new standard provides temporary expedients and exceptions to existing accounting requirements for contract modifications and
hedge accounting related to transitioning from discontinued reference rates. This resulted in modifying contracts, where necessary, to
apply a new reference rate, primarily SOFR. The adoption of this accounting guidance did not have a material impact on our results of
operations or financial position.
In the first quarter of fiscal 2024, we adopted new requirements for enhanced disclosures related to supplier financing programs. The
new standard requires disclosure of the key terms of the program and a rollforward of the related obligation during the annual period,
including the amount of obligations confirmed and obligations subsequently paid. We have historically presented the key terms of
these programs and the associated obligation outstanding (please see Note 6). The rollforward requirement is effective in fiscal 2025.
The adoption did not have a material impact on our financial statements and related disclosures.
Certain terms used throughout this report are defined in the “Glossary” section below.
(2) Acquisition and Divestiture
During the first quarter of fiscal 2023, we acquired TNT Crust, a manufacturer of high-quality frozen pizza crusts for regional and
national pizza chains, foodservice distributors, and retail outlets, for a purchase price of $
with U.S. commercial paper. We consolidated the TNT Crust business into our Consolidated Balance Sheets and recorded goodwill of
$
forma effects of this acquisition were not material.
During the first quarter of fiscal 2023, we completed the sale of our Helper main meals and Suddenly Salad side dishes business to
Eagle Family Foods Group for $
(3) Restructuring, Impairment, and Other Exit Costs
Restructuring and impairment charges were as follows:
Quarter Ended
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Goodwill impairment
$
$
$
$
Commercial strategy action
Charges associated with restructuring actions
Total
$
$
$
$
In the second quarter of fiscal 2024, we recorded a $
reporting unit. Please see Note 4 for additional information.
11
In the second quarter of fiscal 2024, we approved a restructuring action to enhance the go-to-market commercial strategy and
associated organizational structure of our Pet segment. We expect to incur approximately $
project-related expenses related to this action, of which approximately $
of approximately $
million of accelerated depreciation and $
2023. We expect this action to be completed by the end of fiscal 2026.
In the second quarter of fiscal 2024, we increased the estimate of restructuring charges that we expect to incur related to our
previously announced actions in the International segment to drive efficiencies in manufacturing and logistics operations. As a result,
we expect to incur an additional $
recorded in the second quarter of fiscal 2024 and $
of restructuring charges and project-related costs, of which approximately $
consist of approximately $
to be completed by the end of fiscal 2025.
We recorded $
six-month period ended November 26, 2023, related to restructuring actions previously announced. We recorded $
restructuring charges in the second quarter of fiscal 2023 and $
November 27, 2022, related to restructuring actions previously announced. We expect these actions to be completed by the end of
fiscal 2025.
We paid net $
$
Restructuring and impairment charges and project-related costs are recorded in our Consolidated Statements of Earnings as follows:
Quarter Ended
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Restructuring, impairment, and other exit costs
$
$
$
$
Cost of sales
Total restructuring and impairment charges
$
$
$
$
Project-related costs classified in cost of sales
$
$
$
$
The roll forward of our restructuring and other exit cost reserves, included in other current liabilities, is as follows:
In Millions
Total
Reserve balance as of May 28, 2023
$
Fiscal 2024 charges, including foreign currency translation
Utilized in fiscal 2024
(16.3 )
Reserve balance as of Nov. 26, 2023
$
The reserve balance primarily consists of expected severance payments associated with restructuring actions.
The charges recognized in the roll forward of our reserves for restructuring and other exit costs do not include items charged directly
to expense (e.g., asset impairment charges, accelerated depreciation, the gain or loss on the sale of restructured assets, and the write-
off of spare parts) and other periodic exit costs are recognized as incurred, as those items are not reflected in our restructuring and
other exit cost reserves on our Consolidated Balance Sheets.
12
(4) Goodwill and Other Intangible Assets
The components of goodwill and other intangible assets are as follows:
In Millions
Nov. 26, 2023
May 28, 2023
Goodwill
$
$
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles
Less accumulated amortization
(140.9 )
(131.1 )
Intangible assets subject to amortization, net
Other intangible assets
Total
$
$
Based on the carrying value of finite-lived intangible assets as of November 26, 2023, annual amortization expense for each of the
next five fiscal years is estimated to be approximately $
The changes in the carrying amount of goodwill during the six-month period ended November 26, 2023, were as follows:
In Millions
North America
Retail
Pet
North America
Foodservice
International
Corporate and
Joint Ventures
Total
Balance as of May 28, 2023
$
$
$
$
$
$
Acquisition
Impairment charge
(117.1 )
(117.1 )
Other activity, primarily
(0.2 )
(0.1 )
Balance as of Nov. 26, 2023
$
$
$
$
$
$
The changes in the carrying amount of other intangible assets during the six-month period ended November 26, 2023, were as follows:
In Millions
Total
Balance as of May 28, 2023
$
Amortization, net of foreign currency translation
(4.3 )
Balance as of Nov. 26, 2023
$
Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of
fiscal 2024. As a result of lower future profitability projections for our Latin America reporting unit, we determined that the fair value
of the reporting unit was less than its book value and recorded a $
impairment, and other exit costs in our Consolidated Statements of Earnings. Our estimates of fair value for goodwill impairment
testing were determined based on a discounted cash flow model and 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, except for the
True Chews
Uncle Toby’s
brand intangible assets. In addition, while having significant coverage as of our fiscal 2024 assessment date, the
Progresso
,
Nudges
,
Top Chews
, and
EPIC
potential impairment.
13
(5) Inventories
The components of inventories were as follows:
In Millions
Nov. 26, 2023
May 28, 2023
Finished goods
$
$
Raw materials and packaging
Grain
Excess of FIFO over LIFO cost
(553.6 )
(600.9 )
Total
$
$
(6) Risk Management Activities
Many commodities we use in the production and distribution of our products are exposed to market price risks. We utilize derivatives
to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils (principally soybean),
dairy products, natural gas, and diesel fuel. Our primary objective when entering into these derivative contracts is to achieve certainty
with regard to the future price of commodities purchased for use in our supply chain. We manage our exposures through a
combination of purchase orders, long-term contracts with suppliers, exchange-traded futures and options, and over-the-counter options
and swaps. We offset our exposures based on current and projected market conditions and generally seek to acquire the inputs at as
close as possible to or below our planned cost.
We use derivatives to manage our exposure to changes in commodity prices. We do not perform the assessments required to achieve
hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded
currently 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 26, 2023, and November 27, 2022, included:
Quarter Ended
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Net loss on mark-to-market valuation of certain
$
(38.2 )
$
(20.9 )
$
(9.8 )
$
(93.2 )
Net loss (gain) on commodity positions reclassified from
(20.5 )
(63.5 )
Net mark-to-market revaluation of certain grain inventories
(1.5 )
(43.1 )
Net mark-to-market valuation of certain commodity
$
(25.1 )
$
(25.1 )
$
$
(199.8 )
As of November 26, 2023, the net notional value of commodity derivatives was $
energy inputs and $
next
We also have net investments in foreign subsidiaries that are denominated in euros. As of November 26, 2023, we hedged a portion of
these investments with €
The fair values of the derivative positions used in our risk management activities and other assets recorded at fair value were not
material as of November 26, 2023, 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.
14
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 26, 2023, $
third-party services. As of May 28, 2023, $
third-party services.
(7) Debt
The components of notes payable were as follows:
In Millions
Nov. 26, 2023
May 28, 2023
U.S. commercial paper
$
$
Financial institutions
Total
$
$
To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States
and Europe.
The following table details the fee-paid committed and uncommitted credit lines we had available as of November 26, 2023:
In Billions
Facility
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
$
Uncommitted credit facilities
Total committed and uncommitted credit facilities
$
$
The credit facilities contain covenants, including a requirement to maintain a fixed charge coverage ratio of at least
Long-Term Debt
The fair values and carrying amounts of long-term debt, including the current portion, were $
respectively, as of November 26, 2023. 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 2024, we issued €
. We used the net proceeds
to repay €
.
In the second quarter of fiscal 2024, we issued $
. We used the net
proceeds to repay $
, and for general corporate purposes.
In the first quarter of fiscal 2024, we issued €
. We used the net proceeds to
repay €
.
In the fourth quarter of fiscal 2023, we issued €
. We used the net proceeds
to repay €
.
In the fourth quarter of fiscal 2023, we issued €
. We used the net
proceeds to repay €
, and €
.
In the fourth quarter of fiscal 2023, we issued $
. We used the net
proceeds to repay our outstanding commercial paper and for general corporate purposes.
In the second quarter of fiscal 2023, we issued $
. We used the
net proceeds to repay a portion of our outstanding commercial paper and for general corporate purposes.
15
In the second quarter of fiscal 2023, we issued €
. We used the net proceeds to
repay €
.
In the second quarter of fiscal 2023, we repaid $
, using proceeds
from the issuance of commercial paper.
Certain of our long-term debt agreements contain restrictive covenants.
(8) Noncontrolling Interests
The third-party holder of the General Mills Cereals, LLC (GMC) Class A Interests receives 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 (currently $
the sum of the
negotiated agreement with the Class A Interest holder or through a remarketing auction.
(9) Stockholders’ Equity
The following tables provide details of total comprehensive income:
Quarter Ended
Quarter Ended
Nov. 26, 2023
Nov. 27, 2022
General Mills
Noncontrolling
Interests
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including earnings
$
$
$
$
Other comprehensive (loss) income:
Foreign currency translation
$
(32.4 )
$
(22.6 )
$
(144.7 )
$
(115.6 )
Other fair value changes:
Hedge derivatives
(0.6 )
(6.0 )
Reclassification to earnings:
Hedge derivatives (a)
(3.4 )
(2.4 )
(0.8 )
Amortization of losses and
(2.3 )
(4.1 )
Other comprehensive (loss) income
$
(21.8 )
$
(13.9 )
$
(97.8 )
$
(79.6 )
Total comprehensive income
$
$
$
$
(a) (Gain) loss reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts.
(b) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
Six-Month Period Ended
Six-Month Period Ended
Nov. 26, 2023
Nov. 27, 2022
General Mills
Noncontrolling
Interests
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including earnings
$
$
$
$
Other comprehensive (loss) income:
Foreign currency translation
$
(54.4 )
$
(40.8 )
$
(86.7 )
$
(23.8 )
(110.5 )
(0.7 )
Other fair value changes:
Hedge derivatives
(0.2 )
(0.2 )
(0.4 )
(23.0 )
(17.5 )
Reclassification to earnings:
Foreign currency translation (a)
(7.4 )
(7.4 )
Hedge derivatives (b)
(4.7 )
(2.2 )
(0.1 )
(0.3 )
(0.4 )
Amortization of losses and
(4.7 )
(8.2 )
Other comprehensive (loss) income
$
(36.3 )
$
(25.1 )
$
(80.7 )
$
(26.8 )
(107.5 )
(0.7 )
Total comprehensive income
$
$
$
$
(a) Gain reclassified from AOCI into earnings is reported in the divestitures gain, net
(b) Gain reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts.
(c) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
16
Accumulated other comprehensive loss balances, net of tax effects, were as follows:
In Millions
Nov. 26, 2023
May 28, 2023
Foreign currency translation adjustments
$
(749.4 )
$
(708.6 )
Unrealized gain from hedge derivatives
Pension, other postretirement, and postemployment benefits:
Net actuarial loss
(1,642.8 )
(1,670.6 )
Prior service credits
Accumulated other comprehensive loss
$
(2,302.0 )
$
(2,276.9 )
(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 28, 2023.
Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings was as follows:
Quarter Ended
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Compensation expense related to stock-based payments
$
$
$
$
Windfall tax benefits from stock-based payments in income tax expense in our Consolidated Statements of Earnings were as follows:
Quarter Ended
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Windfall tax benefits from stock-based payments
$
$
$
$
As of November 26, 2023, unrecognized compensation expense related to non-vested stock options, restricted stock units, and
performance share units was $
Net cash proceeds from the exercise of stock options less shares used for withholding taxes and the intrinsic value of options exercised
were as follows:
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Net cash proceeds
$
$
Intrinsic value of options exercised
$
$
17
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. 26, 2023
Nov. 27, 2022
Estimated fair values of stock options granted
$
$
Assumptions:
Risk-free interest rate
%
%
Expected term
years
years
Expected volatility
%
%
Dividend yield
%
%
The total grant date fair value of restricted stock unit awards that vested during the period was as follows:
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Total grant date fair value
$
$
(11) Earnings Per Share
Basic and diluted earnings per share (EPS) were calculated using the following:
Quarter Ended
Six-Month Period Ended
In Millions, Except per Share Data
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Net earnings attributable to General Mills
$
$
$
$
Average number of common shares - basic EPS
Incremental share effect from: (a)
Stock options
Restricted stock units and performance share units
Average number of common shares - diluted EPS
Earnings per share – basic
$
$
$
$
Earnings per share – diluted
$
$
$
$
(a) Incremental shares from stock options, restricted stock units, and performance share units are computed by the treasury stock
method.
were not dilutive were as follows
:
Quarter Ended
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Anti-dilutive stock options, restricted stock units, and
(12) Share Repurchases
Share repurchases were as follows:
Quarter Ended
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Shares of common stock
Aggregate purchase price
$
$
$
$
18
(13) Statements of Cash Flows
Our Consolidated Statements of Cash Flows include the following:
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Net cash interest payments
$
$
Net income tax payments
$
$
(14) Retirement and Postemployment Benefits
Components of net periodic benefit expense (income) are as follows:
Defined Benefit
Pension Plans
Other Postretirement
Benefit Plans
Postemployment
Benefit Plans
Quarter Ended
Quarter Ended
Quarter Ended
In Millions
Nov. 26,
2023
Nov. 27,
2022
Nov. 26,
2023
Nov. 27,
2022
Nov. 26,
2023
Nov. 27,
2022
Service cost
$
$
$
$
$
$
Interest cost
Expected return on plan assets
(106.0 )
(105.0 )
(8.7 )
(7.8 )
Amortization of losses (gains)
(5.1 )
(4.8 )
(0.1 )
Amortization of prior service costs (credits)
(5.5 )
(5.7 )
Other adjustments
Curtailment gain
(3.4 )
Net expense (income)
$
$
$
(12.7 )
$
(12.6 )
$
$
Defined Benefit
Pension Plans
Other Postretirement
Benefit Plans
Postemployment
Benefit Plans
Six-Month
Period Ended
Six-Month
Period Ended
Six-Month
Period Ended
In Millions
Nov. 26,
2023
Nov. 27,
2022
Nov. 26,
2023
Nov. 27,
2022
Nov. 26,
2023
Nov. 27,
2022
Service cost
$
$
$
$
$
$
Interest cost
Expected return on plan assets
(208.9 )
(210.0 )
(17.4 )
(15.6 )
Amortization of losses (gains)
(10.2 )
(9.7 )
(0.1 )
Amortization of prior service costs (credits)
(10.9 )
(11.5 )
Other adjustments
Curtailment gain
(3.4 )
Net expense (income)
$
$
$
(25.4 )
$
(25.2 )
$
$
(15) Income Taxes
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.
During the first quarter of fiscal 2023, the Inflation Reduction Act (IRA) was signed into law. The IRA introduces a Corporate
Alternative Minimum Tax beginning in our fiscal 2024 and an excise tax on the repurchase of corporate stock starting after January 1,
2023. The IRA does not have a material impact on our financial results, including our annual estimated effective tax rates and
liquidity.
19
(16) Contingencies
During fiscal 2020, we received notice from the tax authorities of the State of São Paulo, Brazil regarding our compliance with its
state sales tax requirements. As a result, we have been assessed additional state sales taxes, interest, and penalties. We believe that we
have meritorious defenses against this claim and will vigorously defend our position. As of November 26, 2023, we are unable to
estimate any possible loss and have not recorded a loss contingency for this matter.
(17) Business Segment and Geographic Information
We operate in the packaged foods industry. Our operating segments are as follows: North America Retail, International, 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, refrigerated yogurt, 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 Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet superstore chains,
e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and hospitals. Our product
categories include dog and cat food (dry foods, wet foods, and treats) made with whole meats, fruits, vegetables and other high-quality
natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle, and life-stage needs and span different
product types, diet types, breed sizes for dogs, lifestages, flavors, product functions, and textures and cuts for wet foods.
Our North America Foodservice segment consists of foodservice businesses in the United States and Canada. Our major product
categories in our North America Foodservice operating segment are ready-to-eat cereals, snacks, refrigerated yogurt, 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.
Operating profit for these segments excludes unallocated corporate items, gain or loss on divestitures, and restructuring, impairment,
and other exit costs. Unallocated corporate items 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.
20
Our operating segment results were as follows:
Quarter Ended
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Net sales:
North America Retail
$
$
$
$
International
Pet
North America Foodservice
Total
$
$
$
$
Operating profit:
North America Retail
$
$
$
$
International
Pet
North America Foodservice
Total segment operating profit
$
$
$
$
Unallocated corporate items
Divestitures gain, net
(430.9 )
Restructuring, impairment, and other exit costs
Operating profit
$
$
$
$
Net sales for our North America Retail operating units were as follows:
Quarter Ended
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
U.S. Meals & Baking Solutions
$
$
$
$
U.S. Snacks
U.S. Morning Foods
Canada
Total
$
$
$
$
Net sales by class of similar products were as follows:
Quarter Ended
Six-Month Period Ended
In Millions
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
Snacks
$
$
$
$
Cereal
Convenient meals
Dough
Pet
Baking mixes and ingredients
Yogurt
Super-premium ice cream
Other
Total
$
$
$
$
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
INTRODUCTION
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in
conjunction with the MD&A included in our Annual Report on Form 10-K for the fiscal year ended May 28, 2023, 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.
We expect the largest factors impacting our performance in fiscal 2024 will be the economic health of consumers, the moderating rate
of input cost inflation, and the increasing stability of the supply chain environment. We anticipate input cost inflation of
approximately 5 percent in fiscal 2024 and expect to generate higher levels of Holistic Margin Management (HMM) cost savings
compared to fiscal 2023.
CONSOLIDATED RESULTS OF OPERATIONS
Second Quarter Results
In the second quarter of fiscal 2024, net sales and organic net sales decreased 2 percent compared to the same period last year.
Operating profit increased 2 percent to $812 million, primarily driven by favorable net price realization and mix and lower selling,
general and administrative (SG&A) expenses, including a decrease in certain compensation and benefits expenses, partially offset by
goodwill impairment and restructuring charges, a decrease in contributions from volume growth, and higher input costs. Operating
profit margin of 15.8 percent increased 50 basis points. Adjusted operating profit of $989 million increased 13 percent on a constant-
currency basis, primarily driven by favorable net price realization and mix and lower SG&A expenses, including a decrease in certain
compensation and benefits expenses, partially offset by a decrease in contributions from volume growth and higher input costs.
Adjusted operating profit margin increased 240 basis points to 19.3 percent. Diluted earnings per share of $1.02 increased 1 percent in
the second quarter of fiscal 2024. Adjusted diluted earnings per share of $1.25 increased 14 percent on a constant-currency basis
compared to the second quarter of fiscal 2023. 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 2024 follows:
Quarter Ended Nov. 26, 2023
In millions,
except per share
Quarter Ended
Nov. 26, 2023 vs.
Nov. 27, 2022
Percent
of Net
Sales
Constant-
Currency
Growth (a)
Net sales
$
5,139.4
(2)
%
Operating profit
811.8
2
%
15.8
%
Net earnings attributable to General Mills
595.5
(2)
%
Diluted earnings per share
$
1.02
1
%
Organic net sales growth rate (a)
(2)
%
Adjusted operating profit (a)
989.4
12
%
19.3
%
13
%
Adjusted diluted earnings per share (a)
$
1.25
14
%
14
%
(a) See the "Non-GAAP Measures" section below for our use of measures not defined by GAAP.
Consolidated
net sales
Quarter Ended
Nov. 26, 2023
Nov. 26, 2023 vs.
Nov. 27, 2022
Nov. 27, 2022
Net sales (in millions)
$
5,139.4
(2)%
$
5,220.7
Contributions from volume growth (a)
(4)
pts
Net price realization and mix
3
pts
Foreign currency exchange
Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
Net sales in the second quarter of fiscal 2024 decreased 2 percent compared to the same period in fiscal 2023, driven by a decrease in
contributions from volume growth, partially offset by favorable net price realization and mix.
22
Components of organic net sales growth are shown in the following table:
Quarter Ended Nov. 26, 2023 vs.
Quarter Ended Nov. 27, 2022
Contributions from organic volume growth (a)
(4)
pts
Organic net price realization and mix
3
pts
Organic net sales growth
(2)
pts
Foreign currency exchange
Flat
Acquisition and divestitures
Flat
Net sales growth
(2)
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 2 percent in the second quarter of fiscal 2024 compared to the same period in fiscal 2023, driven by a
decrease in contributions from organic volume growth, partially offset by favorable organic net price realization and mix.
Cost of sales
decreased $142 million to $3,374 million in the second quarter of fiscal 2024 compared to the same period in fiscal
2023. The decrease was primarily driven by a $153 million decline attributable to lower volume, partially offset by a $6 million
increase attributable to product rate and mix. We recorded a $25 million net increase in cost of sales related to the mark-to-market
valuation of certain commodity positions and grain inventories in second quarter of fiscal 2024, compared to a $25 million net
increase in the second quarter of fiscal 2023. We also recorded $8 million of restructuring charges in cost of sales in the second
quarter of fiscal 2024 (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report). In the second
quarter of fiscal 2023, we recorded a $3 million charge related to a voluntary recall on certain international
Häagen-Dazs
products.
SG&A expenses
decreased $64 million to $830 million in the second quarter of fiscal 2024, compared to the same period in fiscal
2023, primarily driven by a decrease in certain compensation and benefits expenses and net favorable corporate investment activity.
SG&A expenses as a percent of net sales in the second quarter of fiscal 2024 decreased 90 basis points compared to the second quarter
of fiscal 2023.
Restructuring, impairment, and other exit costs
totaled $124 million in the second quarter of fiscal 2024, compared to $11 million
in the same period last year. In the second quarter of fiscal 2024, we recorded a $117 million non-cash goodwill impairment charge
related to our Latin America reporting unit. In the second quarter of fiscal 2024, we approved a restructuring action to enhance the go-
to-market commercial strategy and related organizational structure of our Pet segment, and as a result, recorded $4 million of charges.
In addition, we also recorded $2 million of charges in the second quarter of fiscal 2024 related to actions previously announced
compared to $11 million in the same period last year (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1
of this report).
Benefit plan non-service income
totaled $20 million in the second quarter of fiscal 2024, compared to $22 million in the same period
last year, primarily reflecting an increase in interest costs, partially offset by lower amortization of losses and higher expected return
on plan assets.
Interest, net
for the second quarter of fiscal 2024 totaled $118 million, up $26 million from the second quarter of fiscal 2023,
primarily driven by higher interest rates and higher average long-term debt levels.
The
effective tax rate
2023. The 1.2 percentage point decrease was primarily due to favorable changes in earnings mix by jurisdiction and certain
nonrecurring discrete tax benefits in the second quarter of fiscal 2024. Our effective tax rate excluding certain items affecting
comparability was 20.8 percent in the second quarter of fiscal 2024, compared to 21.1 percent in the same period last year (see the
“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The 0.3 percentage point
decrease was primarily due to favorable earnings mix by jurisdiction in the second quarter of fiscal 2024.
23
After-tax earnings from joint ventures
decreased to $24 million compared to $25 million in the
same period in fiscal 2023, primarily driven by foreign currency exchange and higher input costs at Cereal Partners Worldwide (CPW)
and Häagen-Dazs Japan, Inc. (HDJ), partially offset by higher net sales driven by favorable net price realization and mix at CPW and
HDJ. On a constant-currency basis, after-tax earnings from joint ventures increased 5 percent (see the “Non-GAAP Measures” section
below for a description of our use of measures not defined by GAAP).
The components of our joint ventures’ net sales growth are shown in the following table:
Quarter Ended Nov. 26, 2023 vs.
Quarter Ended Nov. 27, 2022
CPW
HDJ
Total
Contributions from volume growth (a)
(6)
pts
(1)
pt
Net price realization and mix
17
pts
6
pts
Net sales growth in constant currency
11
pts
6
pts
10
pts
Foreign currency exchange
(2)
pts
(3)
pts
(2)
pts
Net sales growth
10
pts
2
pts
8
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
Average diluted shares outstanding
decreased by 19 million in the second quarter of fiscal 2024 from the same period a year ago
primarily due to share repurchases.
Six-Month Results
In the six-month period ended November 26, 2023, net sales and organic net sales increased 1 percent compared to the same period
last year. Operating profit decreased 8 percent to $1,742 million, primarily driven by a net gain on divestitures in fiscal 2023, higher
input costs, goodwill impairment and restructuring charges, and a decrease in contributions from volume growth, partially offset by
favorable net price realization and mix and a favorable change to the mark-to-market valuation of certain commodity positions and
grain inventories. Operating profit margin of 17.3 percent decreased 170 basis points. Adjusted operating profit of $1,888 million
increased 7 percent on a constant-currency basis, primarily driven by favorable net price realization and mix, partially offset by higher
input costs, a decrease in contributions from volume growth and an increase in certain SG&A expenses. Adjusted operating profit
margin increased 110 basis points to 18.8 percent . Diluted earnings per share of $2.16 decreased 8 percent in the six-month period
ended November 26, 2023, and adjusted diluted earnings per share of $2.34 increased 6 percent on a constant-currency basis
compared to the same period last year (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 six-month period ended November 26, 2023, follows:
Six-Month Period Ended Nov. 26, 2023
In millions,
except per share
Six-Month Period
Ended Nov. 26,
2023 vs. Nov. 27,
2022
Percent of Net
Sales
Constant-
Currency
Growth (a)
Net sales
$
10,044.1
1
%
Operating profit
1,741.8
(8)
%
17.3
%
Net earnings attributable to General Mills
1,269.0
(11)
%
Diluted earnings per share
$
2.16
(8)
%
Organic net sales growth rate (a)
1
%
Adjusted operating profit (a)
1,888.4
7
%
18.8
%
7
%
Adjusted diluted earnings per share (a)
$
2.34
6
%
6
%
(a) See the "Non-GAAP Measures" section below for our use of measures not defined by GAAP.
24
Consolidated
net sales
Six-Month Period Ended
Nov. 26, 2023
Nov. 26, 2023 vs.
Nov. 27, 2022
Nov. 27, 2022
Net sales (in millions)
$
10,044.1
1
%
$
9,938.3
Contributions from volume growth (a)
(3)
pts
Net price realization and mix
4
pts
Foreign currency exchange
Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
The 1 percent increase in net sales for the six-month period ended November 26, 2023, was driven by favorable net price realization
and mix, partially offset by a decrease in contributions from volume growth.
Components of organic net sales growth are shown in the following table:
Six-Month Period Ended Nov. 26, 2023 vs.
Six-Month Period Ended Nov. 27, 2022
Contributions from organic volume growth (a)
(3)
pts
Organic net price realization and mix
5
pts
Organic net sales growth
1
pt
Foreign currency exchange
Flat
Acquisition and divestitures
Flat
Net sales growth
1
pt
Note: Table may not foot due to rounding
(a) Measured in tons based on the stated weight of our product shipments.
Organic net sales increased 1 percent in the six-month period ended November 26, 2023, driven by favorable organic net price
realization and mix, partially offset by a decrease in contributions from organic volume growth.
Cost of sales
period in fiscal 2023. The decrease was primarily driven by a $207 million decline due to lower volume, partially offset by a
$156 million increase attributable to product rate and mix. We recorded a $20 million net decrease in cost of sales related to the mark-
to-market valuation of certain commodity positions and grain inventories in the six-month period ended November 26, 2023,
compared to a $200 million net increase in the six-month period ended November 27, 2022. In the six-month period ended November
27, 2022, we recorded a $24 million charge related to a voluntary recall on certain international
Häagen-Dazs
addition, we recorded $17 million of restructuring charges and $1 million of restructuring initiative project-related costs in cost of
sales in the six-month period ended November 26, 2023, compared to $1 million of restructuring charges in the same period last year
(please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report).
SG&A expenses
decreased $16 million to $1,670 million in the six-month period ended November 26, 2023, compared to the same
period in fiscal 2023, primarily driven by net favorable corporate investment activity, partially offset by higher media and advertising
expenses. SG&A expenses as a percent of net sales decreased 40 basis points compared to the six-month period ended November 26,
2023, compared to the same period of fiscal 2023.
Divestitures gain, net
Helper main meals and Suddenly Salad side dishes business (please refer to Note 2 to the Consolidated Financial Statements in Part I,
Item 1 of this report).
Restructuring, impairment, and other exit costs
to $13 million in the same period last year. In fiscal 2024, we recorded a $117 million non-cash goodwill impairment charge related to
our Latin America reporting unit. In fiscal 2024, we approved a restructuring action to enhance the go-to-market and associated
organization structure of our Pet segment, and as a result, we recorded $4 million of charges in the six-month period ended November
26, 2023. In addition, we recorded $3 million of charges related to related to actions previously announced in the six-month period
ended November 26, 2023, compared to $13 million in the same period of fiscal 2023 (please refer to Note 3 to the Consolidated
Financial Statements in Part I, Item 1 of this report).
25
Benefit plan non-service income
the same period last year, primarily reflecting an increase in interest costs, partially offset by lower amortization of losses.
Interest, net
of fiscal 2023, primarily driven by higher interest rates and higher average long-term debt levels.
The
effective tax rate
period last year. The 0.8 percentage point decrease was primarily due to unfavorable tax components related to the divestitures in
fiscal 2023 and favorable earnings mix by jurisdiction in fiscal 2024, partially offset by certain nonrecurring discrete tax benefits in
fiscal 2023. Our effective tax rate excluding certain items affecting comparability was 21.0 percent in the six-month period ended
November 26, 2023, compared to 20.4 percent in the same period last year (see the “Non-GAAP Measures” section below for a
description of our use of measures not defined by GAAP). The 0.6 percentage point increase is primarily due to certain nonrecurring
discrete tax benefits in fiscal 2023.
After-tax earnings from joint ventures
$45 million in the same period in fiscal 2023, primarily due to higher net sales driven by favorable net price realization and mix at
CPW and HDJ, partially offset by higher input costs at CPW and HDJ. On a constant-currency basis, after-tax earnings from joint
ventures increased 14 percent (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by
GAAP). The components of our joint ventures’ net sales growth are shown in the following table:
Six-Month Period Ended Nov. 26, 2023 vs.
Six-Month Period Ended Nov. 27, 2022
CPW
HDJ
Total
Contributions from volume growth (a)
(8)
pts
(3)
pts
Net price realization and mix
18
pts
8
pts
Net sales growth in constant currency
10
pts
5
pts
9
pts
Foreign currency exchange
Flat
(4)
pts
(1)
pt
Net sales growth
9
pts
1
pt
8
pts
Note: Table may not foot due to rounding
(a) Measured in tons based on the stated weight of our product shipments.
Average diluted shares outstanding
period a year ago primarily due to share repurchases, partially offset by option exercises.
SEGMENT OPERATING RESULTS
Our businesses are organized into four operating segments: North America Retail, International, Pet, and North America Foodservice.
Please refer to Note 17 of the Consolidated Financial Statements in Part I, Item 1 of this report for a description of our operating
segments.
North America Retail Segment Results
North America Retail net sales were as follows:
Quarter Ended
Six-Month Period Ended
Nov. 26,
2023
Nov. 26, 2023 vs
Nov. 27, 2022
Nov. 27,
2022
Nov. 26,
2023
Nov. 26, 2023 vs
Nov. 27, 2022
Nov. 27,
2022
Net sales (in millions)
$
3,305.0
(2)
%
$
3,373.1
6,378.0
Flat
$
6,361.9
Contributions from volume growth (a)
(5)
pts
(5)
pts
Net price realization and mix
4
pts
6
pts
Foreign currency exchange
Flat
Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
North America Retail net sales decreased 2 percent in the second quarter of fiscal 2024, compared to the same period in fiscal 2023,
driven by a decrease in contributions from volume growth, partially offset by favorable net price realization and mix.
North America Retail net sales in the six-month period ended November 26, 2023, essentially matched the same period in fiscal 2023.
26
The components of North America Retail organic net sales growth are shown in the following table:
Quarter Ended
Six-Month Period Ended
Nov. 26, 2023
Nov. 26, 2023
Contributions from organic volume growth (a)
(5)
pts
(5)
pts
Organic net price realization and mix
4
pts
6
pts
Organic net sales growth
(2)
pts
1
pt
Foreign currency exchange
Flat
Flat
Divestiture (b)
Flat
(1)
pt
Net sales growth
(2)
pts
Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Divestiture of our Helper main meals and Suddenly Salad side dishes businesses in fiscal 2023. Please see Note 2 to the
North America Retail organic net sales decreased 2 percent in the second quarter of fiscal 2024 , compared to the same period in fiscal
2023, driven by a decrease in contributions from organic volume growth, partially offset by favorable organic net price realization and
mix.
North America Retail organic net sales increased 1 percent in the six-month period ended November 26, 2023, compared to the same
period in fiscal 2023, driven by favorable organic net price realization and mix, partially offset by a decrease in contributions from
organic volume growth.
North America Retail net sales percentage change by operating unit are shown in the following table:
Quarter Ended
Six-Month Period Ended
Nov. 26, 2023
Nov. 26, 2023
Canada (a)
7
%
4
%
U.S. Meals & Baking Solutions
2
%
1
%
U.S. Snacks
(6)
%
1
%
U.S. Morning Foods
(6)
%
(2)
%
Total
(2)
%
Flat
(a) On a constant-currency basis, Canada net sales increased 9 percent in the second quarter of fiscal 2024 and increased 6 percent in
the six-month period ended November 26, 2023, compared to the same periods in fiscal 2023. See the "Non-GAAP Measures"
section below for our use of this measure not defined by GAAP.
Segment operating profit increased 3 percent to $860 million in the second quarter of fiscal 2024 , compared to $837 million in the
same period in fiscal 2023, primarily driven by favorable net price realization and mix, partially offset by a decrease in contributions
from volume growth, higher input costs, and an increase in SG&A expenses. Segment operating profit increased 3 percent on a
constant-currency basis in the second quarter of fiscal 2024, compared to the same period in fiscal 2023 (see the “Non-GAAP
Measures” section below for our use of this measure not defined by GAAP).
Segment operating profit increased 3 percent to $1,658 million in the six-month period ended November 26, 2023, compared to
$1,615 million in the same period in fiscal 2023, primarily driven by favorable net price realization and mix, partially offset by a
decrease in contributions from volume growth, higher input costs, and an increase in SG&A expenses, including increased media and
advertising expenses. Segment operating profit increased 3 percent on a constant-currency basis in the six-month period ended
November 26, 2023, compared to the same period in fiscal 2023 (see the “Non-GAAP Measures” section below for our use of this
measure not defined by GAAP).
27
International Segment Results
International net sales were as follows:
Quarter Ended
Six-Month Period Ended
Nov. 26,
2023
Nov. 26, 2023 vs
Nov. 27, 2022
Nov. 27,
2022
Nov. 26,
2023
Nov. 26, 2023 vs
Nov. 27, 2022
Nov. 27,
2022
Net sales (in millions)
$
683.1
2
%
$
671.7
$
1,398.9
6
%
$
1,324.2
Contributions from volume growth (a)
(4)
pts
(4)
pts
Net price realization and mix
3
pts
8
pts
Foreign currency exchange
2
pts
2
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
International net sales increased 2 percent in the second quarter of fiscal 2024 , compared to the same period in fiscal 2023 that
included the impact of the voluntary recall on certain international
Häagen-Dazs
realization and mix and favorable foreign currency exchange, partially offset by a decrease in contributions from volume growth.
International net sales increased 6 percent in the six-month period ended November 26, 2023, compared to the same period in fiscal
2023 that included the impact of the voluntary recall on certain international
Häagen-Dazs
price realization and mix and favorable foreign currency exchange, partially offset by a decrease in contributions from volume growth.
The components of International organic net sales growth are shown in the following table:
Quarter Ended
Six-Month Period Ended
Nov. 26, 2023
Nov. 26, 2023
Contributions from organic volume growth (a)
(4)
pts
(4)
pts
Organic net price realization and mix
3
pts
8
pts
Organic net sales growth
Flat
4
pts
Foreign currency exchange
2
pts
2
pts
Net sales growth
2
pts
6
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
International organic net sales in the second quarter of fiscal 2024 essentially matched the same period in fiscal 2023 that included the
impact of the voluntary recall on certain international
Häagen-Dazs
volume growth was offset by favorable organic net price realization and mix.
International organic net sales increased 4 percent in the six-month period ended November 26, 2023, compared to the same period in
fiscal 2023 that included the impact of the voluntary recall on certain international
Häagen-Dazs
favorable organic net price realization and mix, partially offset by a decrease in contributions from organic volume growth.
Segment operating profit increased 94 percent to $35 million in the second quarter of fiscal 2024, compared to $18 million in the same
period in fiscal 2023, primarily driven by favorable net price realization and mix and the voluntary recall on certain international
Häagen-Dazs
on a constant-currency basis in the second quarter of fiscal 2024, compared to the same period in fiscal 2023 (see the “Non-GAAP
Measures” section below for our use of this measure not defined by GAAP).
Segment operating profit increased 61 percent to $85 million in the six-month period ended November 26, 2023, compared to
$53 million in the same period in fiscal 2023, primarily driven by favorable net price realization and mix and the voluntary recall on
certain international
Häagen-Dazs
increased 68 percent on a constant-currency basis in the six-month period ended November 26, 2023, compared to the same period in
fiscal 2023 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
28
Pet Segment Results
Pet net sales were as follows:
Quarter Ended
Six-Month Period Ended
Nov. 26,
2023
Nov. 26, 2023 vs
Nov. 27, 2022
Nov. 27,
2022
Nov. 26,
2023
Nov. 26, 2023 vs
Nov. 27, 2022
Nov. 27,
2022
Net sales (in millions)
$
569.3
(4)
%
$
592.9
$
1,149.2
(2)
%
$
1,172.8
Contributions from volume growth (a)
(11)
pts
(8)
pts
Net price realization and mix
7
pts
6
pts
Foreign currency exchange
Flat
Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
Pet net sales decreased 4 percent in the second quarter of fiscal 2024, compared to the same period in fiscal 2023, driven by a decrease
in contributions from volume growth, partially offset by favorable net price realization and mix.
Pet net sales decreased 2 percent in the six-month period ended November 26, 2023, compared to the same period in fiscal 2023,
driven by a decrease in contributions from volume growth, partially offset by favorable net price realization and mix.
The components of Pet organic net sales growth are shown in the following table:
Quarter Ended
Six-Month Period Ended
Nov. 26, 2023
Nov. 26, 2023
Contributions from organic volume growth (a)
(11)
pts
(8)
pts
Organic net price realization and mix
7
pts
6
pts
Organic net sales growth
(4)
pts
(2)
pts
Foreign currency exchange
Flat
Flat
Net sales growth
(4)
pts
(2)
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
Pet organic net sales decreased 4 percent in the second quarter of fiscal 2024, compared to the same period in fiscal 2023, driven by a
decrease in contributions from organic volume growth, partially offset by favorable organic net price realization and mix.
Pet organic net sales decreased 2 percent in the six-month period ended November 26, 2023, compared to the same period in fiscal
2023, driven by a decrease in contributions from organic volume growth, partially offset by favorable organic net price realization and
mix.
Segment operating profit increased 18 percent to $102 million in the second quarter of fiscal 2024, compared to $87 million in the
same period in fiscal 2023, primarily driven by favorable net price realization and mix, partially offset by a decrease in contributions
from volume growth and an increase in SG&A expenses. Segment operating profit increased 18 percent on a constant-currency basis
in the second quarter of fiscal 2024, compared to the same period in fiscal 2023 (see the “Non-GAAP Measures” section below for our
use of this measure not defined by GAAP).
Segment operating profit increased 2 percent to $214 million in the six-month period ended November 26, 2023, compared to
$210 million in the same period in fiscal 2023, primarily driven by favorable net price realization and mix, partially offset by a
decrease in contributions from volume growth, higher input costs, and an increase in SG&A expenses. Segment operating profit
increased 2 percent on a constant-currency basis in the six-month period ended November 26, 2023, compared to the same period in
fiscal 2023 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
29
North America Foodservice Segment Results
North America Foodservice net sales were as follows:
Quarter Ended
Six-Month Period Ended
Nov. 26,
2023
Nov. 26, 2023 vs
Nov. 27, 2022
Nov. 27,
2022
Nov. 26,
2023
Nov. 26, 2023 vs
Nov. 27, 2022
Nov. 27,
2022
Net sales (in millions)
$
582.0
Flat
$
583.0
1,118.0
4
%
$
1,079.4
Contributions from volume growth (a)
(1)
pt
3
pts
Net price realization and mix
Flat
1
pt
Foreign currency exchange
Flat
Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
North America Foodservice net sales in the second quarter of fiscal 2024 essentially matched the same period in fiscal 2023.
North America Foodservice net sales increased 4 percent in the six-month period ended November 26, 2023, compared to the same
period in fiscal 2023, driven by an increase in contributions from volume growth and favorable net price realization and mix.
The components of North America Foodservice organic net sales growth are shown in the following table:
Quarter Ended
Six-Month Period Ended
Nov. 26, 2023
Nov. 26, 2023
Contributions from organic volume growth (a)
(1)
pt
1
pt
Organic net price realization and mix
1
pt
Flat
Organic net sales growth
Flat
2
pts
Foreign currency exchange
Flat
Flat
Acquisition (b)
Flat
2
pts
Net sales growth
Flat
4
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Acquisition of TNT Crust in fiscal 2023. Please see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.
North America Foodservice organic net sales in the second quarter of fiscal 2024, essentially matched the same period in fiscal 2023.
North America Foodservice organic net sales increased 2 percent in the six-month period ended November 26, 2023, compared to the
same period in fiscal 2023, driven by an increase in contributions from organic volume growth.
Segment operating profit increased 17 percent to $96 million in the second quarter of fiscal 2024, compared to $82 million in the same
period in fiscal 2023, primarily driven by favorable net price realization and mix. Segment operating profit increased 17 percent on a
constant-currency basis in the second quarter of fiscal 2024, compared to the same period in fiscal 2023 (see the “Non-GAAP
Measures” section below for our use of this measure not defined by GAAP).
Segment operating profit increased 14 percent to $155 million in the six-month period ended November 26, 2023, compared to
$135 million in the same period in fiscal 2023, primarily driven by favorable net price realization and mix, partially offset by higher
input costs. Segment operating profit increased 14 percent on a constant-currency basis in the six-month period ended November 26,
2023, compared to the same period in fiscal 2023 (see the “Non-GAAP Measures” section below for our use of this measure not
defined by GAAP).
30
UNALLOCATED CORPORATE ITEMS
Unallocated corporate expenses totaled $157 million in the second quarter of fiscal 2024, compared to $212 million in the same period
in fiscal 2023. In the second quarter of fiscal 2024, we recorded a $25 million net increase in expense related to the mark-to-market
valuation of certain commodity positions and grain inventories, compared to a $25 million net increase in expense in the same period
last year. We recorded $20 million of net losses related to valuation adjustments on certain corporate investments in the second quarter
of fiscal 2024, compared to $36 million of net losses related to valuation adjustments and the loss on sale of certain corporate
investments in the second quarter of fiscal 2023. We recorded $8 million of restructuring charges in the second quarter of fiscal 2024.
In the second quarter of fiscal 2023, we recorded a $3 million charge related to a voluntary recall on certain international
Häagen-
Dazs
$2 million of transaction costs primarily related to the sale of our Helper main meals and Suddenly Salad side dishes business in the
second quarter of fiscal 2023. Certain compensation and benefits expenses decreased in the second quarter of fiscal 2024, compared to
the same period last year.
Unallocated corporate expenses totaled $244 million in the six-month period ended November 26, 2023, compared to $545 million in
the same period last year. We recorded a $20 million net decrease in expense related to the mark-to-market valuation of certain
commodity positions and grain inventories in the six-month period ended November 26, 2023, compared to a $200 million net
increase in expense in the same period last year. We recorded $22 million of net losses related to valuation adjustments and the sale of
corporate investments in the six-month period ended November 26, 2023, compared to $62 million of net losses in the same period
last year. In the six-month period ended November 27, 2022, we recorded a $24 million charge related to a voluntary recall on certain
international
Häagen-Dazs
ice cream products. We recorded $17 million of restructuring charges and $1 million of restructuring
initiative project-related costs in cost of sales in the six-month period ended November 26, 2023, compared to $1 million of
restructuring charges in cost of sales in the same period last year. In addition, we recorded $4 million of integration costs primarily
related to our acquisition of TNT Crust and $2 million of transaction costs primarily related to the sale of our Helper main meals and
Suddenly Salad side dishes business in the six-month period ended November 27, 2022. Certain compensation and benefits expenses
decreased in the six-month period ended November 26, 2023, compared to the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
During the six-month period ended November 26, 2023, cash provided by operations was $1,496 million compared to $1,201 million
in the same period last year. The $295 million increase was mainly driven by a $282 million increase in net earnings, excluding the
$431 million net divestitures gain in fiscal 2023.
Cash used by investing activities during the six-month period ended November 26, 2023, was $316 million compared to cash provided
by investing activities of $125 million for the same period in fiscal 2023. During the first quarter of fiscal 2023, we completed the sale
of the Helper main meals and Suddenly Salad side dishes business for $607 million cash. In the first quarter of fiscal 2023, we
acquired TNT Crust for $252 million cash, net of cash acquired. In addition, we spent $294 million on purchases of land, buildings,
and equipment in the six months ended November 26, 2023, compared to $227 million in the same period last year.
Cash used by financing activities during the six-month period ended November 26, 2023, was $1,174 million compared to
$1,230 million of cash used by financing activities in the same period in fiscal 2023. We paid $691 million of dividends in the six-
month period ended November 26, 2023, compared to $648 million in the same period last year. We paid $1,30 2 million for purchases
of common stock for treasury in the six-month period ended November 26, 2023, compared to $901 million in the same period in
fiscal 2023. In addition, we had $867 million of net debt issuances in the six-month period ended November 26, 2023, compared to
$253 million of net debt issuances in the same period a year ago.
As of November 26, 2023, we had $473 million of cash and cash equivalents in foreign jurisdictions. In anticipation of repatriating
funds from foreign jurisdictions, we record local country withholding taxes on our international earnings, as applicable. Furthermore,
we may repatriate our cash and cash equivalents held by our foreign subsidiaries without such funds being subject to further U.S.
income tax liability. Earnings prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in those jurisdictions.
The following table details the fee-paid committed and uncommitted credit lines we had available as of November 26, 2023:
In Billions
Facility
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
2.7
$
-
Uncommitted credit facilities
0.6
0.1
Total committed and uncommitted credit facilities
$
3.3
$
0.1
31
The third-party holder of the General Mills Cereals, LLC (GMC) Class A Interests receives 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 (currently $252 million). The floating preferred return rate on GMC’s Class A Interests is
the sum of three -month Term SOFR plus 186 basis points. The preferred return rate is adjusted every three years through a negotiated
agreement with the Class A Interest holder or through a remarketing auction.
We have an option to purchase the Class A Interests for consideration equal to the then current capital account value, plus any unpaid
preferred return and the prescribed make-whole amount. If we purchase these interests, any change in the third-party holder’s capital
account from its original value will be charged directly to retained earnings and will increase or decrease the net earnings used to
calculate EPS in that period.
To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States
and Europe.
Certain of our long-term debt agreements, our credit facilities, and our noncontrolling interests contain restrictive covenants. As of
November 26, 2023, we were in compliance with all of these covenants.
We have $1,321 million of long-term debt maturing in the next 12 months that is classified as current, including $500 million of 3.65
percent fixed-rate notes due February 15, 2024, and €750 million of floating-rate notes due November 8, 2024. We believe that cash
flows from operations, together with available short- and long-term debt financing, will be adequate to meet our liquidity and capital
needs for at least the next 12 months.
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in our Annual Report on
Form 10-K for the fiscal year ended May 28, 2023. The accounting policies used in preparing our interim fiscal 2024
Consolidated
Financial Statements are the same as those described in our Form 10-K with the exception of the new accounting requirements
adopted in the first quarter of fiscal 2024. Please see Note 1 to the Consolidated Financial Statements in Part I, Item 1 of this report for
additional information.
Our critical accounting estimates are those that have meaningful impact on the reporting of our financial condition and results of
operations. These estimates include our accounting for revenue recognition, valuation of long-lived assets, intangible assets, stock-
based compensation, income taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans. The
assumptions and methodologies used in the determination of those estimates as of November 26, 2023, are the same as those described
in our Annual Report on Form 10-K for the fiscal year ended May 28, 2023.
Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of
fiscal 2024. As a result of lower future profitability projections for our Latin America reporting unit, we determined that the fair value
of the reporting unit was less than its book value and recorded a $117 million non-cash goodwill impairment charge in restructuring,
impairment, and other exit costs in our Consolidated Statements of Earnings. Our estimates of fair value for goodwill impairment
testing were determined based on a discounted cash flow model using inputs from our long-range planning process to determine
growth rates for sales and profits. Other significant assumptions include weighted average cost of capital rates, perpetuity growth
assumptions, market comparables, and tax rates. 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, except for the
True Chews
Uncle Toby’s
brand intangible assets. In addition, while having significant coverage as of our fiscal 2024 assessment date, the
Progresso
,
Nudges
,
Top Chews
, and
EPIC
potential impairment.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07 requiring
enhanced segment disclosures. The ASU requires disclosure of significant segment expenses regularly provided to the chief operating
decision maker (CODM) included within segment operating profit or loss. Additionally, the ASU requires a description of how the
CODM utilizes segment operating profit or loss to assess segment performance. The requirements of the ASU are effective for annual
periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. For us, annual
reporting requirements will be effective for our fiscal 2025 and interim reporting requirements will be effective beginning with our
first quarter of fiscal 2026. Early adoption is permitted and retrospective application is required for all periods presented. We are in the
process of analyzing the impact of the ASU on our related disclosures.
32
In December 2023, the FASB issued ASU 2023-09 requiring enhanced income tax disclosures. The ASU requires disclosure of
specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of
disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or
benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods
beginning after December 15, 2024, which for us is fiscal 2026. Early adoption is permitted and the amendments should be applied on
a prospective basis. Retrospective application is permitted. We are in the process of analyzing the impact of the ASU on our related
disclosures.
NON-GAAP MEASURES
We have included in this report measures of financial performance that are not defined by GAAP. We believe that these measures
provide useful information to investors, and include these measures in other communications to investors.
For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the non-GAAP
measure and the most directly comparable GAAP measure, an explanation of why we believe the non-GAAP measure provides useful
information to investors, and any additional material purposes for which our management or Board of Directors uses the non-GAAP
measure. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.
Significant Items Impacting Comparability
Several measures below are presented on an adjusted basis. The adjustments are either items resulting from infrequently occurring
events or items that, in management’s judgment, significantly affect the year-to-year assessment of operating results.
The following are descriptions of significant items impacting comparability of our results.
Goodwill impairment
Non-cash goodwill impairment charge related to our Latin America reporting unit. Please see Note 4 to the Consolidated Financial
Statements in Part I, Item 1 of this report.
Restructuring charges and project-related costs
Restructuring charges and project-related costs related to a commercial strategy restructuring action and previously announced
restructuring actions recorded in fiscal 2024. Restructuring charges for previously announced restructuring actions recorded in fiscal
2023. Please see Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.
Investment activity, net
Valuation adjustments of certain corporate investments in fiscal 2024. Valuation adjustments and the loss on sale of certain corporate
investments in fiscal 2023.
Mark-to-market effects
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 6 to the
Consolidated Financial Statements in Part I, Item 1 of this report.
Transaction costs
Immaterial transaction costs incurred in fiscal 2024. Transaction costs primarily related to the sale of our Helper main meals and
Suddenly Salad side dishes business in fiscal 2023. Please see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this
report.
Product recall
Costs related to the fiscal 2023 voluntary recall of certain international
Häagen-Dazs
Acquisition integration costs
Integration costs primarily resulting from the acquisition of TNT Crust in fiscal 2024 and fiscal 2023. Please see Note 2 to the
Consolidated Financial Statements in Part I, Item 1 of this report.
Divestitures gain, net
Net divestitures gain primarily related to the sale of our Helper main meals and Suddenly Salad side dishes business in fiscal 2023.
Please see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.
33
Organic Net Sales Growth Rates
We provide organic net sales growth rates for our consolidated net sales and segment net sales. This measure is used in reporting to
our Board of Directors and executive management and as a component of the measurement of our performance for incentive
compensation purposes. We believe that organic net sales growth rates provide useful information to investors because they provide
transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations,
acquisitions, divestitures, and a 53
rd
reported net sales growth rates, the relevant GAAP measures, are included in our Consolidated Results of Operations and Results of
Segment Operations discussions in the MD&A above.
Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit Margin)
We believe this measure provides useful information to investors because it is important for assessing our operating profit margin on a
comparable basis.
Our adjusted operating profit margins are calculated as follows:
Quarter Ended
Nov. 26, 2023
Nov. 27, 2022
In Millions
Value
Percent of
Net Sales
Value
Percent of
Net Sales
Operating profit as reported
$
811.8
15.8
%
$
799.8
15.3
%
Goodwill impairment
117.1
2.3
%
-
-
%
Restructuring charges
14.8
0.3
%
11.6
0.2
%
Investment activity, net
19.6
0.4
%
35.7
0.7
%
Mark-to-market effects
25.1
0.5
%
25.1
0.5
%
Project-related costs
0.3
-
%
-
-
%
Transaction costs
0.6
-
%
1.8
-
%
Product recall
0.2
-
%
2.9
0.1
%
Acquisition integration costs
-
-
%
2.8
0.1
%
Adjusted operating profit
$
989.4
19.3
%
$
879.7
16.9
%
Six-Month Period Ended
Nov. 26, 2023
Nov. 27, 2022
In Millions
Value
Percent of
Net Sales
Value
Percent of
Net Sales
Operating profit as reported
$
1,741.8
17.3
%
$
1,885.4
19.0
%
Goodwill impairment
117.1
1.2
%
-
-
%
Restructuring charges
24.6
0.2
%
13.9
0.1
%
Investment activity, net
22.5
0.2
%
62.0
0.6
%
Mark-to-market effects
(19.8)
(0.2)
%
199.8
2.0
%
Project-related costs
1.1
-
%
-
-
%
Transaction costs
0.6
-
%
2.0
-
%
Product recall
0.4
-
%
24.4
0.2
%
Acquisition integration costs
0.2
-
%
4.3
-
%
Divestitures gain, net
-
-
%
(430.9)
(4.3)
%
Adjusted operating profit
$
1,888.4
18.8
%
$
1,760.9
17.7
%
Note: Tables may not foot due to rounding.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
34
Adjusted Operating Profit Growth on a Constant-currency Basis
This measure is used in reporting to our Board of Directors and executive management and as a component of the measurement of our
performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is
the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis. The measure is
evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year
comparability given the volatility in foreign currency exchange rates.
Our adjusted operating profit growth on a constant-currency basis is calculated as follows:
Quarter Ended
Six-Month Period Ended
Nov. 26, 2023
Nov. 27, 2022
Change
Nov. 26, 2023
Nov. 27, 2022
Change
Operating profit as reported
$
811.8
$
799.8
2
%
$
1,741.8
$
1,885.4
(8)
%
Goodwill impairment
117.1
-
117.1
-
Restructuring charges
14.8
11.6
24.6
13.9
Investment activity, net
19.6
35.7
22.5
62.0
Mark-to-market effects
25.1
25.1
(19.8)
199.8
Project-related costs
0.3
-
1.1
-
Transaction costs
0.6
1.8
0.6
2.0
Product recall
0.2
2.9
0.4
24.4
Acquisition integration costs
-
2.8
0.2
4.3
Divestitures gain, net
-
-
-
(430.9)
Adjusted operating profit
$
989.4
$
879.7
12
%
$
1,888.4
$
1,760.9
7
%
Foreign currency exchange impact
Flat
Flat
Adjusted operating profit growth,
13
%
7
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
Adjusted Diluted EPS and Related Constant-currency Growth Rates
This measure is used in reporting to our Board of Directors and executive management. We believe that this measure provides useful
information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year
basis.
The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS and the related constant-currency growth rates follows:
Quarter Ended
Six-Month Period Ended
Per Share Data
Nov. 26, 2023
Nov. 27, 2022
Change
Nov. 26, 2023
Nov. 27, 2022
Change
Diluted earnings per share, as reported
$
1.02
$
1.01
1
%
$
2.16
$
2.36
(8)
%
Goodwill impairment
0.14
-
0.14
-
Restructuring charges
0.02
0.02
0.03
0.02
Investment activity, net
0.03
0.04
0.03
0.08
Mark-to-market effects
0.03
0.03
(0.03)
0.25
Product recall
-
-
-
0.03
Acquisition integration costs
-
0.01
-
0.01
Divestitures gain, net
-
-
-
(0.54)
Adjusted diluted earnings per share
$
1.25
$
1.10
14
%
$
2.34
$
2.21
6
%
Foreign currency exchange impact
Flat
(1)
pt
Adjusted diluted earnings per share
14
%
6
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax impact of
each item affecting comparability.
35
Constant-currency After-tax Earnings from Joint Ventures Growth Rates
We believe that this measure provides useful information to investors because it provides transparency to underlying performance of
our joint ventures by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given
volatility in foreign currency exchange markets.
After-tax earnings from joint ventures growth rates on a constant-currency basis are calculated as follows:
Percentage Change in
After-Tax Earnings from Joint
Ventures as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in After-Tax
Earnings from Joint Ventures
on Constant-Currency Basis
Quarter Ended Nov. 26, 2023
(5)
%
(9)
pts
5
%
Six-Month Period Ended Nov. 26, 2023
6
%
(8)
pts
14
%
Note: Table may not foot due to rounding.
Net Sales Growth Rates for Our Canada Operating Unit on Constant-currency Basis
We believe that this measure of our Canada operating unit net sales provides useful information to investors because it provides
transparency to the underlying performance for the Canada operating unit within our North America Retail segment by excluding the
effect that foreign currency exchange rate fluctuations have on year-to-year comparability given volatility in foreign currency
exchange markets.
Net sales growth rates for our Canada operating unit on a constant-currency basis are calculated as follows:
Percentage Change in
Net Sales
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in
Net Sales on Constant-
Currency Basis
Quarter Ended Nov. 26, 2023
7
%
(2)
pts
9
%
Six-Month Period Ended Nov. 26, 2023
4
%
(2)
pts
6
%
Note: Table may not foot due to rounding.
Constant-currency Segment Operating Profit Growth Rates
We believe that this measure provides useful information to investors because it provides transparency to underlying performance of
our segments by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given
volatility in foreign currency exchange markets.
36
Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:
Quarter Ended Nov. 26, 2023
Percentage Change in
Operating Profit
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in Operating
Profit on Constant-Currency
Basis
North America Retail
3
%
Flat
3
%
International
94
%
(6)
pts
100
%
Pet
18
%
Flat
18
%
North America Foodservice
17
%
Flat
17
%
Six-Month Period Ended Nov. 26, 2023
Percentage Change in
Operating Profit
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in Operating
Profit on Constant-Currency
Basis
North America Retail
3
%
Flat
3
%
International
61
%
(7)
pts
68
%
Pet
2
%
Flat
2
%
North America Foodservice
14
%
Flat
14
%
Note: Tables may not foot due to rounding.
Adjusted Effective Income Tax Rates
We believe this measure provides useful information to investors because it presents the adjusted effective income tax rate on a
comparable year-to-year basis.
Adjusted effective income tax rates are calculated as follows:
Quarter Ended
Six-Month Period Ended
Nov. 26, 2023
Nov. 27, 2022
Nov. 26, 2023
Nov. 27, 2022
In Millions
(Except Per Share Data)
Pretax
Earnings
(a)
Income
Taxes
Pretax
Earnings
(a)
Income
Taxes
Pretax
Earnings
(a)
Income
Taxes
Pretax
Earnings
(a)
Income
Taxes
As reported
$
714.1
$
136.0
$
730.0
$
147.1
$
1,544.1
$
309.2
$
1,749.6
$
363.2
Goodwill impairment
117.1
34.7
-
-
117.1
34.7
-
-
Restructuring charges
14.8
4.5
11.6
3.2
24.6
9.2
13.9
3.8
Investment activity, net
19.6
4.2
35.7
13.0
22.5
5.2
62.0
13.5
Mark-to-market effects
25.1
5.7
25.1
5.8
(19.8)
(4.6)
199.8
46.0
Project-related costs
0.3
0.1
-
-
1.1
0.4
-
-
Transaction costs
0.6
-
1.8
0.6
0.6
-
2.0
0.6
Product recall
0.2
-
2.9
0.7
0.4
0.1
24.4
5.6
Acquisition integration costs
-
-
2.8
0.7
0.2
0.1
4.3
1.0
Divestitures gain, net
-
-
-
-
-
-
(430.9)
(101.9)
As adjusted
$
891.7
$
185.2
$
809.9
$
171.0
$
1,690.8
$
354.2
$
1,625.1
$
331.8
Effective tax rate:
As reported
19.0%
20.2%
20.0%
20.8%
As adjusted
20.8%
21.1%
21.0%
20.4%
Sum of adjustment to income taxes
$
49.4
$
23.9
$
45.1
$
(31.4)
Average number of common shares
- diluted EPS
583.4
602.0
587.4
604.0
Impact of income tax adjustments
on adjusted diluted EPS
$
(0.08)
$
(0.04)
$
(0.08)
$
0.05
Note: Table may not foot due to rounding.
(a)
Earnings before income taxes and after-tax earnings from joint ventures.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
37
Glossary
AOCI
. Accumulated other comprehensive income (loss).
Adjusted diluted EPS.
Adjusted operating profit.
Adjusted operating profit margin.
Operating profit adjusted for certain items affecting year-over-year comparability, divided by net
sales.
Constant currency.
rates in effect for the comparable prior-year period. To present this information, current period results for entities reporting in
currencies other than United States dollars are translated into United States dollars at the average exchange rates in effect during the
corresponding period of the prior fiscal year, rather than the actual average exchange rates in effect during the current fiscal year.
Therefore, the foreign currency impact is equal to current year results in local currencies multiplied by the change in the average
foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.
Core working capital.
Derivatives.
Financial instruments such as futures, swaps, options, and forward contracts that we use to manage our risk arising from
changes in commodity prices, interest rates, foreign exchange rates, and stock prices.
Euribor.
Fair value hierarchy.
For purposes of fair value measurement, we categorize assets and liabilities into one of three levels based on
the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3
generally requires significant management judgment. The three levels are defined as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in
active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3: Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability.
Free cash flow.
Generally Accepted Accounting Principles (GAAP).
Guidelines, procedures, and practices that we are required to use in recording
and reporting accounting information in our financial statements.
Goodwill.
The difference between the purchase price of acquired companies plus the fair value of any noncontrolling and redeemable
interests and the related fair values of net assets acquired.
Gross margin.
Hedge accounting.
Accounting for qualifying hedges that allows changes in a hedging instrument’s fair value to offset corresponding
changes in the hedged item in the same reporting period. Hedge accounting is permitted for certain hedging instruments and hedged
items only if the hedging relationship is highly effective, and only prospectively from the date a hedging relationship is formally
documented.
Holistic Margin Management (HMM).
to offset input cost inflation, protect margins, and generate funds to reinvest in sales-generating activities.
Interest bearing instruments.
Notes payable, long-term debt, including current portion, cash and cash equivalents, and certain
interest bearing investments classified within prepaid expenses and other current assets and other assets.
Mark-to-market.
The act of determining a value for financial instruments, commodity contracts, and related assets or liabilities based
on the current market price for that item.
38
Net mark-to-market valuation of certain commodity positions.
Realized and unrealized gains and losses on derivative contracts
that will be allocated to segment operating profit when the exposure we are hedging affects earnings.
Net price realization.
The impact of list and promoted price changes, net of trade and other price promotion costs.
Net realizable value.
The estimated selling price in the ordinary course of business, less reasonably predictable costs of completion,
disposal, and transportation.
Noncontrolling interests.
Interests of subsidiaries held by third parties.
Notional amount.
The amount of a position or an agreed upon amount in a derivative contract on which the value of financial
instruments are calculated.
OCI.
Other Comprehensive Income.
Organic net sales growth
. Net sales growth adjusted for foreign currency translation, acquisitions, divestitures and a 53
rd
when applicable.
Project-related costs.
Costs incurred related to our restructuring initiatives not included in restructuring charges.
Reporting unit
. An operating segment or a business one level below an operating segment.
SOFR.
Strategic Revenue Management (SRM).
realization and mix by identifying and executing against specific opportunities to apply tools including pricing, sizing, mix
management, and promotion optimization across each of our businesses.
Supply chain input costs.
management, logistics, and warehousing.
Translation adjustments.
The impact of the conversion of our foreign affiliates’ financial statements to United States dollars for the
purpose of consolidating our financial statements.
Working capital
. Current assets and current liabilities, all as of the last day of our fiscal year.
39
CAUTIONARY STATEMENT RELEVANT TO FORWARD -LOOKING INFORMATION FOR THE PURPOSE OF “SAFE
HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 that are based on our current expectations and assumptions. We also may make written or oral forward-looking
statements, including statements contained in our filings with the Securities and Exchange Commission and in our reports to
stockholders.
The words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “plan,” “project,” or similar
expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and
those currently anticipated or projected. We caution you not to place undue reliance on any such forward-looking statements.
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important
factors that could affect our financial performance and could cause our actual results in future periods to differ materially from any
current opinions or statements.
Our future results could be affected by a variety of factors, such as: disruptions or inefficiencies in the supply chain; competitive
dynamics in the consumer foods industry and the markets for our products, including new product introductions, advertising activities,
pricing actions, and promotional activities of our competitors; economic conditions, including changes in inflation rates, interest rates,
tax rates, or the availability of capital; product development and innovation; consumer acceptance of new products and product
improvements; consumer reaction to pricing actions and changes in promotion levels; acquisitions or dispositions of businesses or
assets; changes in capital structure; changes in the legal and regulatory environment, including tax legislation, labeling and advertising
regulations, and litigation; impairments in the carrying value of goodwill, other intangible assets, or other long -lived assets, or changes
in the useful lives of other intangible assets; changes in accounting standards and the impact of critical accounting estimates; product
quality and safety issues, including recalls and product liability; changes in consumer demand for our products; effectiveness of
advertising, marketing, and promotional programs; changes in consumer behavior, trends, and preferences, including weight loss
trends; consumer perception of health-related issues, including obesity; consolidation in the retail environment; changes in purchasing
and inventory levels of significant customers; fluctuations in the cost and availability of supply chain resources, including raw
materials, packaging, energy, and transportation; effectiveness of restructuring and cost saving initiatives; volatility in the market
value of derivatives used to manage price risk for certain commodities; benefit plan expenses due to changes in plan asset values and
discount rates used to determine plan liabilities; failure or breach of our information technology systems; foreign economic conditions,
including currency rate fluctuations; and political unrest in foreign markets and economic uncertainty due to terrorism or war.
You should also consider the risk factors that we identify in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year
ended May 28, 2023, which could also affect our future results.
We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those
statements or to reflect the occurrence of anticipated or unanticipated events.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The estimated maximum potential value-at-risk arising from a one-day loss in fair value for our interest rate, foreign exchange,
commodity, and equity market-risk-sensitive instruments outstanding as of November 26, 2023, was as follows:
In Millions
One-day Risk
of Loss
Change During
Six-Month
Period Ended
Nov. 26, 2023
Analysis of Change
Interest rate instruments
$
57
$
(9)
Lower interest rate volatility
Foreign currency instruments
28
(8)
Net price stability in portfolio
Commodity instruments
6
(1)
Immaterial
Equity instruments
2
(1)
Immaterial
For additional information, see Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended May 28, 2023.
40
Item 4. Controls and Procedures.
We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934). Based on our evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that, as of November 26, 2023, our disclosure controls and procedures were effective to ensure that
information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded,
processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and
(2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a
manner that allows timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act
of 1934) during the quarter ended November 26, 2023, that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth information with respect to shares of our common stock that we purchased during the quarter ended
November 26, 2023:
Period
Total Number
of Shares
Purchased (a)
Average
Price Paid
Per Share
Total Number of Shares
Purchased as Part of a Publicly
Announced Program (b)
Maximum Number of Shares
that may yet be Purchased
Under the Program (b)
August 28, 2023 -
September 24, 2023
1,885,427
$
64.39
1,885,427
76,589,932
September 25, 2023 -
October 29, 2023
3,286,392
62.75
3,286,392
73,303,540
October 30, 2023 -
November 26, 2023
7,272,350
64.95
7,272,350
66,031,190
Total
12,444,169
$
64.29
12,444,169
66,031,190
(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) 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.
Item 5. Other Information.
During the fiscal quarter ended November 26, 2023, no director or officer of the Company
trading arrangement” or “
41
PART II. OTHER INFORMATION
Item 6.
Exhibits.
Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended November 26,
2023, formatted in Inline Extensible Business Reporting Language: (i) Consolidated Statements of Earnings; (ii)
Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets; (iv) Consolidated
Statements of Total Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial
Statements.
Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
42
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 20, 2023
/s/ Mark A. Pallot
Mark A. Pallot
Vice President, Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized Officer)