General Mills Inc 10-Q for FY2025 Q3
General Mills Inc (GIS)
10-Q
2025-03-19
For: 2025-02-23
View Original
Added on
April 12, 2026
About this 10-Q
General Mills Inc filed this 10-Q on March 19, 2025, covering the quarter ended February 23, 2025 (FY2025 Q3).
Headline figures
Quarter ended February 23, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.84B
- down 5.0% from $5.1B a year earlier
- Net income
- $625.6M
- down 6.6% from net income of $670.1M a year earlier
- Diluted EPS
- $1.12
- down 4.3% from $1.17 a year earlier
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, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑
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 March 12, 2025:
treasury).
3
General Mills, Inc.
Table of Contents
Page
4
5
6
7
9
22
41
42
42
42
43
44
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
Nine-Month Period Ended
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
Net sales
$
$
$
$
Cost of sales
Selling, general, and administrative expenses
Divestiture gain
(95.9 )
(95.9 )
Restructuring, impairment, and other exit (recoveries) costs
(0.8 )
Operating profit
Benefit plan non-service income
(13.9 )
(18.6 )
(41.6 )
(55.7 )
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
Nine-Month Period Ended
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
Net earnings, including earnings attributable to
$
$
$
$
Other comprehensive income (loss), net of tax:
Foreign currency translation
(26.9 )
(38.0 )
Other fair value changes:
Hedge derivatives
(6.9 )
(7.3 )
Reclassification to earnings:
Foreign currency translation
Hedge derivatives
(3.0 )
(0.1 )
(1.3 )
(2.3 )
Amortization of losses and prior service costs
Other comprehensive income (loss), net of tax
(20.2 )
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)
Feb. 23, 2025
May 26, 2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
$
Receivables
Inventories
Prepaid expenses and other current assets
Assets held for sale
Total current assets
Land, buildings, and equipment
Goodwill
Other intangible assets
Other assets
Total assets
$
$
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
$
Current portion of long-term debt
Notes payable
Other current liabilities
Liabilities held for sale
Total current liabilities
Long-term debt
Deferred income taxes
Other liabilities
Total liabilities
Stockholders’ equity:
Common stock,
Additional paid-in capital
Retained earnings
Common stock in treasury, at cost, shares of
(11,168.8 )
(10,357.9 )
Accumulated other comprehensive loss
(2,474.4 )
(2,519.7 )
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
Feb. 23, 2025
Feb. 25, 2024
Shares
Amount
Shares
Amount
Total equity, beginning balance
$
$
Common stock,
Additional paid-in capital:
Beginning balance
Stock compensation plans
(9.6 )
(11.1 )
Unearned compensation related to stock unit awards
Earned compensation
Ending balance
Retained earnings:
Beginning balance
Net earnings attributable to General Mills
Cash dividends declared ($
(329.9 )
(334.3 )
Ending balance
Common stock in treasury:
Beginning balance
(202.4 )
(10,873.3 )
(185.7 )
(9,677.4 )
Shares purchased, including excise tax of $
(4.8 )
(304.4 )
(4.7 )
(303.1 )
Stock compensation plans
Ending balance
(207.1 )
(11,168.8 )
(190.1 )
(9,968.4 )
Accumulated other comprehensive loss:
Beginning balance
(2,523.8 )
(2,302.0 )
Comprehensive income
Ending balance
(2,474.4 )
(2,297.3 )
Noncontrolling interests:
Beginning balance
Comprehensive income
Distributions to noncontrolling interest holders
(4.5 )
(4.6 )
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)
Nine-Month Period Ended
Feb. 23, 2025
Feb. 25, 2024
Shares
Amount
Shares
Amount
Total equity, beginning balance
$
$
Common stock,
Additional paid-in capital:
Beginning balance
Stock compensation plans
(18.9 )
(10.3 )
Unearned compensation related to stock unit awards
(79.4 )
(78.1 )
Earned compensation
Ending balance
Retained earnings:
Beginning balance
Net earnings attributable to General Mills
Cash dividends declared ($
(1,337.0 )
(1,361.0 )
Ending balance
Common stock in treasury:
Beginning balance
(195.5 )
(10,357.9 )
(168.0 )
(8,410.0 )
Shares purchased, including excise tax of $
(13.5 )
(909.6 )
(23.5 )
(1,616.6 )
Stock compensation plans
Ending balance
(207.1 )
(11,168.8 )
(190.1 )
(9,968.4 )
Accumulated other comprehensive loss:
Beginning balance
(2,519.7 )
(2,276.9 )
Comprehensive income (loss)
(20.4 )
Ending balance
(2,474.4 )
(2,297.3 )
Noncontrolling interests:
Beginning balance
Comprehensive income
Distributions to noncontrolling interest holders
(17.3 )
(16.6 )
Change in ownership interest
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)
Nine-Month Period Ended
Feb. 23, 2025
Feb. 25, 2024
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
(63.6 )
(65.7 )
Distributions of earnings from joint ventures
Stock-based compensation
Deferred income taxes
(13.5 )
(85.5 )
Pension and other postretirement benefit plan contributions
(23.0 )
(20.0 )
Pension and other postretirement benefit plan costs
(9.9 )
(20.2 )
Divestiture gain
(95.9 )
Restructuring, impairment, and other exit (recoveries) costs
(3.4 )
Changes in current assets and liabilities, excluding the effects of
(9.6 )
Other, net
(58.2 )
Net cash provided by operating activities
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment
(405.1 )
(485.6 )
Acquisition, net of cash acquired
(1,417.3 )
(25.5 )
Proceeds from divestiture
Investments in affiliates, net
(1.5 )
Proceeds from disposal of land, buildings, and equipment
Other, net
(5.6 )
Net cash used by investing activities
(1,578.6 )
(507.6 )
Cash Flows - Financing Activities
Change in notes payable
Issuance of long-term debt
Payment of long-term debt
(500.0 )
(900.0 )
Proceeds from common stock issued on exercised options
Purchases of common stock for treasury
(901.9 )
(1,601.6 )
Dividends paid
(1,008.4 )
(1,028.0 )
Distributions to noncontrolling interest holders
(17.3 )
(16.6 )
Other, net
(117.5 )
(47.0 )
Net cash used by financing activities
(609.7 )
(1,927.6 )
Effect of exchange rate changes on cash and cash equivalents
(15.0 )
(0.6 )
Increase in cash and cash equivalents
Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of period
$
$
Cash Flows from changes in current assets and liabilities, excluding the effects of
Receivables
$
(95.7 )
$
(83.8 )
Inventories
Prepaid expenses and other current assets
Accounts payable
(136.7 )
(543.7 )
Other current liabilities
Changes in current assets and liabilities
$
$
(9.6 )
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 February 23, 2025, are not
necessarily indicative of the results that may be expected for the fiscal year ending May 25, 2025.
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 26, 2024. The accounting policies used in preparing these Consolidated Financial
Statements are the same as those described in Note 2 to the Consolidated Financial Statements in that Form 10-K.
Certain terms used throughout this report are defined in the “Glossary” section below.
(2) Acquisitions and Divestitures
During the third quarter of fiscal 2025, we acquired NX Pet Holding, Inc., representing Whitebridge Pet Brands’ North American
premium cat feeding and pet treating business, for a purchase price of $
the transaction with cash on hand. We consolidated Whitebridge Pet Brands into our Consolidated Balance Sheets and recorded
goodwill of $
Tiki Pets
customer relationship asset of $
purposes. The pro forma effects of this acquisition were not material. We have conducted a preliminary assessment of the fair value of
the acquired assets and liabilities of the business and we are continuing our review of these items during the measurement period. If
new information is obtained about facts and circumstances that existed at the acquisition date, the acquisition accounting will be
revised to reflect the resulting adjustments to current estimates of those items. The consolidated results are reported in our North
America Pet operating segment on a one-month lag.
During the second quarter of fiscal 2025, we entered into definitive agreements to sell our North American yogurt businesses to
affiliates of Groupe Lactalis S.A. (Lactalis) and Sodiaal International (Sodiaal) for approximately $
of fiscal 2025, we completed the sale of our Canada yogurt business to Sodiaal and recorded a pre-tax gain of $
expect to close the sale of our United States yog urt business to Lactalis in calendar year 2025, subject to regulatory approvals and
other customary closing conditions. We have classified all assets and liabilities associated with our United States yogurt business as
held for sale in our Consolidated Balance Sheets as of February 23, 2025.
The components of assets held for sale and liabilities held for sale are as follows:
In Millions
Feb. 23, 2025
Inventories
$
Prepaid expenses and other current assets
Land, buildings, and equipment
Goodwill
Other intangible assets
Other assets
Assets held for sale
$
Other current liabilities
$
Other liabilities
Liabilities held for sale
$
During the fourth quarter of fiscal 2024, we acquired a pet food business in Europe for a purchase price of $
acquired. During the first quarter of fiscal 2025, we paid $
conditions were met.
We
financed the transaction with cash on hand. We consolidated the business into our Consolidated Balance
Sheets and recorded goodwill of $
customer relationship asset of $
11
purposes. The pro forma effects of this acquisition were not material. We have conducted a preliminary assessment of the fair value of
the acquired assets and liabilities of the business and we are continuing our review of these items during the measurement period. If
new information is obtained about facts and circumstances that existed at the acquisition date, the acquisition accounting will be
revised to reflect the resulting adjustments to current estimates of those items. The consolidated results are reported in our
International operating segment on a one-month lag beginning in fiscal 2025.
(3) Restructuring, Impairment, and Other Exit Costs
Restructuring and impairment charges were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
(Recoveries) charges associated with restructuring actions
$
(0.6 )
$
$
$
Goodwill impairment
Total
$
(0.6 )
$
$
$
In the nine-month period ended February 23, 2025, we did not undertake any new restructuring actions. We recorded a $
net recovery of restructuring charges in the third quarter of fiscal 2025 and $
period ended February 23, 2025, related to restructuring actions previously announced. We recorded $
charges in the third quarter of fiscal 2024 and $
2024, related to restructuring actions previously announced. We expect these actions to be completed by the end of fiscal 2026.
We paid net $
$
In the second quarter of fiscal 2024, we recorded a $
reporting unit. See Note 4 for additional information.
Restructuring and impairment (recoveries) charges and project-related costs are recorded in our Consolidated Statements of Earnings
as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
Restructuring, impairment, and other exit (recoveries) costs
$
(0.8 )
$
$
$
Cost of sales
Total restructuring and impairment (recoveries) charges
$
(0.6 )
$
$
$
Project-related costs classified in cost of sales
$
$
$
$
(4) Goodwill and Other Intangible Assets
The components of goodwill and other intangible assets are as follows:
In Millions
Feb. 23, 2025
May 26, 2024
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
(151.5 )
(150.9 )
Intangible assets subject to amortization, net
Other intangible assets
Total
$
$
Based on the carrying value of finite-lived intangible assets as of February 23, 2025, annual amortization expense for each of the next
five fiscal years is estimated to be approximately $
12
The changes in the carrying amount of goodwill during the nine-month period ended February 23, 2025, were as follows:
In Millions
North
America
Retail
North
America
Pet
North
America
Foodservice
International
(a)
Corporate
and Joint
Ventures
Total
Balance as of May 26, 2024
$
$
$
$
$
$
Acquisition
Divestiture
(14.6 )
(14.6 )
Reclassified to assets held
(202.6 )
(50.0 )
(252.6 )
Other activity, primarily
(4.9 )
(33.1 )
(14.2 )
(52.2 )
Balance as of Feb. 23, 2025
$
$
$
$
$
$
(a)
The carrying amounts of goodwill within the International segment as of May 26, 2024, and February 23, 2025, were net of
accumulated impairment losses of $
Statements included in our Annual Report on Form 10-K for the fiscal year ended May 26, 2024.
The changes in the carrying amount of other intangible assets during the nine-month period ended February 23, 2025, were as follows:
In Millions
Total
Balance as of May 26, 2024
$
Acquisition
Divestiture
(44.4 )
Reclassified to assets held for sale
(160.7 )
Other activity, primarily foreign currency translation and amortization
(35.8 )
Balance as of Feb. 23, 2025
$
Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of
fiscal 2025, and we determined there was
excess of the carrying values, except for the
Uncle Toby’s
our fiscal 2025 assessment date, the
Progresso
,
Nudges
,
True Chews
, and
Kitano
coverage. We will continue to monitor these businesses for potential impairment.
(5) Inventories
The components of inventories were as follows:
In Millions
Feb. 23, 2025
May 26, 2024
Finished goods
$
$
Raw materials and packaging
Grain
Excess of FIFO over LIFO cost
(543.3 )
(541.1 )
Total
$
$
In addition, we had $
(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.
13
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 nine-month periods ended February 23, 2025, and February 25, 2024, included:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
Net gain (loss) on mark-to-market valuation of certain
$
$
(24.5 )
$
(18.3 )
$
(34.3 )
Net loss on commodity positions reclassified from
Net mark-to-market revaluation of certain grain inventories
(0.1 )
(12.9 )
(1.5 )
(1.1 )
Net mark-to-market valuation of certain commodity
$
$
(25.7 )
$
$
(5.9 )
As of February 23, 2025, the net notional value of commodity derivatives was $
agricultural inputs and $
next
We also have net investments in foreign subsidiaries that are denominated in euros. As of February 23, 2025, we hedged a portion of
these investments with €
During the second quarter of fiscal 2025, in advance of planned debt financing, we entered into $
treasury locks were terminated during the second quarter of fiscal 2025, in conjunction with the Company’s issuance of $
of fixed-rate notes due
. Upon termination, a gain of $
through interest expense over the respective term of the debt.
During the second quarter of fiscal 2025, we entered into a $
million of fixed-rate notes due
, to a floating rate.
During the second quarter of fiscal 2025, our $
rate notes due
swap was designated as a fair value hedge, and concurrent with the swap being called, we ceased recording market value adjustments
to the associated hedged debt.
During the third quarter of fiscal 2024, in advance of our $
treasury locks, resulting in a gain of $
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 February 23, 2025, and were Level 1 or Level 2 assets and liabilities in the fair value hierarchy. We did not significantly
change our valuation techniques from prior periods.
We offer certain suppliers access to third-party services that allow them to view our scheduled payments online. The third-party
services also allow suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party.
We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third parties, or any
financial institutions concerning these services, including not providing any form of guarantee and not pledging assets as security to
the third parties or financial institutions. All of our accounts payable remain as obligations to our suppliers as stated in our supplier
agreements. As of February 23, 2025, $
party services. As of May 26, 2024, $
party services.
14
(7) Debt
The components of notes payable were as follows:
Feb. 23, 2025
May 26, 2024
In Millions
Notes Payable
Weighted-
Average
Interest Rate
Notes Payable
Weighted-
Average
Interest Rate
U.S. commercial paper
$
%
$
%
Financial institutions
Total
$
%
$
%
To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States
and Europe.
The following table details the fee-paid committed and uncommitted credit lines we had available as of February 23, 2025:
In Billions
Facility
Amount
Borrowed
Amount
Committed credit facility expiring October 2029
$
$
Uncommitted credit facilities
Total committed and uncommitted credit facilities
$
$
In the second quarter of fiscal 2025, we entered into a $
October 2029
. Concurrent with the execution of this credit facility, we terminated our existing $
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 February 23, 2025. The fair value of long-term debt was estimated using market quotations and discounted cash
flows based on our current incremental borrowing rates for similar types of instruments. Long -term debt is a Level 2 liability in the
fair value hierarchy.
In the third quarter of fiscal 2025, we repaid $
, using proceeds
from the issuance of commercial paper.
In the second quarter of fiscal 2025, we issued $
. We used the net
proceeds to fund the Whitebridge Pet Brands acquisition.
In the second quarter of fiscal 2025, we issued $
. We used the net
proceeds to fund the Whitebridge Pet Brands acquisition.
In the second quarter of fiscal 2025, we issued €
. We used the net proceeds to
repay €
.
In the second quarter of fiscal 2025, we issued €
. We used the net proceeds
to repay €
.
In the fourth quarter of fiscal 2024, we issued €
. We used the net
proceeds for general corporate purposes.
In the fourth quarter of fiscal 2024, we issued €
. We used the net
proceeds for general corporate purposes.
In the third quarter of fiscal 2024, we issued $
. We used the net
proceeds to repay $
.
15
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 €
.
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 $
Class A Interests was reset to the sum of the
(9) Stockholders’ Equity
The following tables provide details of total comprehensive income:
Quarter Ended
Quarter Ended
Feb. 23, 2025
Feb. 25, 2024
General Mills
Noncontrolling
Interests
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including earnings
$
$
$
$
Other comprehensive income (loss):
Foreign currency translation
$
$
$
$
(8.1 )
(0.2 )
Other fair value changes:
Hedge derivatives
(1.2 )
(8.8 )
(6.9 )
Reclassification to earnings:
Foreign currency translation (a)
Hedge derivatives (b)
(3.7 )
(3.0 )
(0.3 )
(0.1 )
Amortization of losses and
(2.9 )
(2.4 )
Other comprehensive income (loss)
$
$
$
$
(8.4 )
(0.2 )
Total comprehensive income
$
$
$
$
(a) Loss reclassified from AOCI into earnings is reported in divestiture gain.
(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
Nine-Month Period Ended
Nine-Month Period Ended
Feb. 23, 2025
Feb. 25, 2024
General Mills
Noncontrolling
Interests
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including earnings
$
$
$
$
Other comprehensive income (loss):
Foreign currency translation
$
$
(35.6 )
(26.1 )
(0.8 )
$
(43.7 )
$
(38.2 )
Other fair value changes:
Hedge derivatives
(2.3 )
(9.0 )
(7.3 )
Reclassification to earnings:
Foreign currency translation (a)
Hedge derivatives (b)
(2.9 )
(1.3 )
(5.0 )
(2.3 )
Amortization of losses and
(8.7 )
(7.1 )
Other comprehensive income (loss)
$
$
(45.0 )
(0.8 )
$
(23.2 )
$
(20.4 )
Total comprehensive income
$
$
$
$
(a) Loss reclassified from AOCI into earnings is reported in divestiture gain.
(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.
Accumulated other comprehensive loss balances, net of tax effects, were as follows:
In Millions
Feb. 23, 2025
May 26, 2024
Foreign currency translation adjustments
$
(787.5 )
$
(795.3 )
Unrealized gain from hedge derivatives
Pension, other postretirement, and postemployment benefits:
Net actuarial loss
(1,760.0 )
(1,806.3 )
Prior service credits
Accumulated other comprehensive loss
$
(2,474.4 )
$
(2,519.7 )
(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 26, 2024.
Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings was as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
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
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
Windfall tax benefits from stock-based payments
$
$
$
$
As of February 23, 2025, unrecognized compensation expense related to non-vested stock options, restricted stock units, and
performance share units was $
17
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:
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Net cash proceeds
$
$
Intrinsic value of options exercised
$
$
We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make
predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We
estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of
volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did
not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than
6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions
is explained in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year
ended May 26, 2024.
The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as
follows:
Nine-Month Period Ended
Feb. 23, 2025
Feb. 25, 2024
Estimated fair values of stock options granted
$
$
Assumptions:
Risk-free interest rate
%
%
Expected term
years
years
Expected volatility
%
%
Dividend yield
%
%
The total grant date fair value of restricted stock unit awards that vested during the period was as follows:
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Total grant date fair value
$
$
18
(11) Earnings Per Share
Basic and diluted earnings per share (EPS) were calculated using the following:
Quarter Ended
Nine-Month Period Ended
In Millions, Except per Share Data
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
Net earnings attributable to General Mills
$
$
$
$
Average number of common shares – basic EPS
Incremental share effect from: (a)
Stock options
Restricted stock units and performance share units
Average number of common shares – diluted EPS
Earnings per share – basic
$
$
$
$
Earnings per share – diluted
$
$
$
$
(a) Incremental shares from stock options, restricted stock units, and performance share units are computed by the treasury stock
method. Stock options, restricted stock units, and performance share units excluded from our computation of diluted EPS because
they were not dilutive were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
Anti-dilutive stock options, restricted stock units, and
(12) Share Repurchases
Share repurchases were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
Shares of common stock
Aggregate purchase price
$
$
$
$
(13) Statements of Cash Flows
Our Consolidated Statements of Cash Flows include the following:
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Net cash interest payments
$
$
Net income tax payments
$
$
19
(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
Feb. 23,
2025
Feb. 25,
2024
Feb. 23,
2025
Feb. 25,
2024
Feb. 23,
2025
Feb. 25,
2024
Service cost
$
$
$
$
$
$
Interest cost
Expected return on plan assets
(104.9 )
(104.5 )
(9.0 )
(8.6 )
Amortization of losses (gains)
(5.1 )
(5.1 )
(0.3 )
Amortization of prior service costs (credits)
(5.5 )
(5.5 )
(0.3 )
Other adjustments
Net expense (income)
$
$
$
(13.3 )
$
(12.8 )
$
$
Defined Benefit
Pension Plans
Other Postretirement
Benefit Plans
Postemployment
Benefit Plans
Nine-Month
Period Ended
Nine-Month
Period Ended
Nine-Month
Period Ended
In Millions
Feb. 23,
2025
Feb. 25,
2024
Feb. 23,
2025
Feb. 25,
2024
Feb. 23,
2025
Feb. 25,
2024
Service cost
$
$
$
$
$
$
Interest cost
Expected return on plan assets
(314.9 )
(313.4 )
(26.9 )
(26.0 )
Amortization of losses (gains)
(15.4 )
(15.3 )
(0.1 )
Amortization of prior service costs (credits)
(16.6 )
(16.4 )
(0.8 )
Other adjustments
Curtailment gain
(3.4 )
Net expense (income)
$
$
$
(39.8 )
$
(38.2 )
$
$
In addition, we had $
(15) Income Taxes
In December 2021, the Organization for Economic Cooperation and Development (OECD) established a framework, referred to as
Pillar 2, designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each
jurisdiction in which they operate. Numerous countries have already enacted the OECD model rules effective for taxable years
beginning after December 31, 2023, which for us is fiscal 2025. There was no material impact on our consolidated financial
statements. Several other countries have enacted or drafted legislation that is not yet effective for us, and we do not expect this
legislation to have a material impact on our consolidated financial statements. We will continue to monitor for new legislation and
guidance and evaluate potential impact on our consolidated financial statements.
During the second quarter of fiscal 2024, we received a notice of proposed adjustment from the Internal Revenue Service associated
with a capital loss from fiscal 2019. We believe that we have meritorious defenses against this assessment and will vigorously defend
our position. We do not expect the resolution of the proposed adjustment to have a material impact on our financial position or
liquidity.
(16) Business Segment and Geographic Information
We
operate in the packaged foods industry. Our operating segments are as follows: North America Retail, International, North
America Pet, and North America Foodservice. In the first quarter of fiscal 2025, we renamed the Pet segment to the North America
Pet segment to reflect that pet food results outside North America are recorded in the International segment. There were no changes to
the composition of our reportable segments or information reviewed by our chief operating decision maker and no impact on our
historical segment operating results.
20
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 North America Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet
superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and
hospitals. Our product categories include dog and cat food (dry foods, wet foods, and treats) made with whole meats, fruits,
vegetables, and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle, and life-
stage needs and span different product types, diet types, breed sizes for dogs, life-stages, flavors, product functions, and textures and
cuts for wet foods.
Our North America Foodservice segment consists of foodservice businesses in the United States and Canada. Our major product
categories in our North America Foodservice operating segment are ready-to-eat cereals, snacks, 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. Results from certain businesses managed by our Gold Medal Ventures entity are included within corporate and
other net sales and unallocated corporate items within operating profit. Unallocated corporate items also include corporate overhead
expenses, variances to planned North American employee benefits and incentives, certain charitable contributions, restructuring
initiative project-related costs, gains and losses on corporate investments, and other items that are not part of our measurement of
segment operating performance. These include gains and losses arising from the revaluation of certain grain inventories and gains and
losses from mark-to-market valuation of certain commodity positions until passed back to our operating segments. These items
affecting operating profit are centrally managed at the corporate level and are excluded from the measure of segment profitability
reviewed by executive management. Under our supply chain organization, our manufacturing, warehouse, and distribution activities
are substantially integrated across our operations in order to maximize efficiency and productivity. As a result, fixed assets and
depreciation and amortization expenses are neither maintained nor available by operating segment.
21
Our operating segment results were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
Net sales:
North America Retail
$
$
$
$
International
North America Pet
North America Foodservice
Total segment net sales
$
$
$
$
Corporate and other
Total net sales
$
$
$
$
Operating profit:
North America Retail
$
$
$
$
International
North America Pet
North America Foodservice
Total segment operating profit
$
$
$
$
Unallocated corporate items
Divestiture gain
(95.9 )
(95.9 )
Restructuring, impairment, and other exit (recoveries) costs
(0.8 )
Operating profit
$
$
$
$
Net sales for our North America Retail operating units were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
U.S. Meals & Baking Solutions
$
$
$
$
U.S. Morning Foods
U.S. Snacks
Canada
Total
$
$
$
$
Net sales by class of similar products were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
Snacks
$
$
$
$
Cereal
Convenient meals
Dough
Pet
Baking mixes and ingredients
Yogurt
Super-premium ice cream
Other
Total
$
$
$
$
22
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 26, 2024, 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.
The impact that the imposition of tariffs and changes to global trade policies will have on our consolidated results of operations is
uncertain. We expect tariffs on goods imported into the U.S. from Canada, Mexico, and China, and other countries upon which tariffs
may be imposed, to continue to be met with retaliatory tariffs from those countries which would impact our consolidated results of
operations as we import inputs required for our manufacturing processes and export our finished products. The extent and duration of
tariffs and the resulting impact on macroeconomic conditions and on our business are uncertain and may depend on various factors,
including negotiations between the U.S. and affected countries, retaliation imposed by other countries, tariff exemptions, negative
sentiment toward U.S. companies and products, and availability of lower cost inputs that may be sourced domestically. We will
continue to evaluate the nature and extent of the impact to our business and consolidated results of operations.
CONSOLIDATED RESULTS OF OPERATIONS
Third Quarter Results
In the third quarter of fiscal 2025, net sales and organic net sales decreased 5 percent compared to the same period last year. Operating
profit decreased 2 percent to $891 million, primarily driven by unfavorable net price realization and mix, a decrease in contributions
from volume growth, net recoveries recorded in fiscal 2024 from the fiscal 2023 voluntary recall on certain international
Häagen-Dazs
ice cream products, and transaction costs primarily related to the definitive agreements to sell our North American yogurt businesses
and the Whitebridge Pet Brands acquisition. These impacts were partially offset by a divestiture gain related to the sale of our Canada
yogurt business and a favorable change in the mark-to-market valuation of certain commodity positions and grain inventories.
Operating profit margin of 18.4 percent increased 50 basis points. Adjusted operating profit of $801 million decreased 13 percent on a
constant-currency basis, primarily driven by unfavorable net price realization and mix and a decrease in contributions from volume
growth. Adjusted operating profit margin decreased 140 basis points to 16.5 percent. Diluted earnings per share of $1.12 decreased 4
percent in the third quarter of fiscal 2025. Adjusted diluted earnings per share of $1.00 decreased 15 percent on a constant-currency
basis compared to the third quarter of fiscal 2024. 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 third quarter of fiscal 2025 follows:
Quarter Ended Feb. 23, 2025
In millions,
except per share
Quarter Ended
Feb. 23, 2025 vs.
Feb. 25, 2024
Percent
of Net
Sales
Constant-
Currency
Growth (a)
Net sales
$
4,842.2
(5)
%
Operating profit
891.4
(2)
%
18.4
%
Net earnings attributable to General Mills
625.6
(7)
%
Diluted earnings per share
$
1.12
(4)
%
Organic net sales growth rate (a)
(5)
%
Adjusted operating profit (a)
800.8
(12)
%
16.5
%
(13)
%
Adjusted diluted earnings per share (a)
$
1.00
(15)
%
(15)
%
(a) See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP.
23
Consolidated
net sales
Quarter Ended
Feb. 23, 2025
Feb. 23, 2025 vs.
Feb. 25, 2024
Feb. 25, 2024
Net sales (in millions)
$
4,842.2
(5)
%
$
5,099.2
Contributions from volume growth (a)
(4)
pts
Net price realization and mix
Flat
Foreign currency exchange
(1)
pt
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 third quarter of fiscal 2025 decreased 5 percent compared to the same period in fiscal 2024, driven by a decrease in
contributions from volume growth and unfavorable foreign currency exchange.
Components of organic net sales growth are shown in the following table:
Quarter Ended Feb. 23, 2025 vs.
Quarter Ended Feb. 25, 2024
Contributions from organic volume growth (a)
(4)
pts
Organic net price realization and mix
(1)
pt
Organic net sales growth
(5)
pts
Foreign currency exchange
(1)
pt
Acquisitions and divestiture
1
pt
Net sales growth
(5)
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 5 percent in the third quarter of fiscal 2025 compared to the same period in fiscal 2024, driven by a
decrease in contributions from organic volume growth and unfavorable organic net price realization and mix.
Cost of sales
decreased $189 million to $3,203 million in the third quarter of fiscal 2025 compared to the same period in fiscal 2024.
The decrease was primarily driven by a $122 million decrease attributable to lower volume and a $18 million net decrease attributable
to product rate and mix. We recorded a $23 million net decrease in cost of sales related to the mark-to-market valuation of certain
commodity positions and grain inventories in the third quarter of fiscal 2025, compared to a $26 million net increase in the third
quarter of fiscal 2024.
Selling, general and administrative (SG&A) expenses
increased $54 million to $844 million in the third quarter of fiscal 2025,
compared to the same period in fiscal 2024, primarily driven by net recoveries recorded in fiscal 2024 from the fiscal 2023 voluntary
recall on certain international
Häagen-Dazs
North American yogurt businesses and the Whitebridge Pet Brands acquisition. SG&A expenses as a percent of net sales in the third
quarter of fiscal 2025 increased 190 basis points compared to the third quarter of fiscal 2024.
Divestiture gain
Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report).
Restructuring, impairment, and other exit (recoveries) costs
totaled $1 million of net recoveries in the third quarter of fiscal 2025
related to actions previously announced, compared to $6 million of net restructuring costs 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 $14 million in the third quarter of fiscal 2025, compared to $19 million in the same period
last year, primarily reflecting higher amortization of losses and interest costs.
Interest, net
for the third quarter of fiscal 2025 totaled $136 million, up $15 million from the third quarter of fiscal 2024, primarily
driven by higher average long-term debt levels.
The
effective tax rate
2024. The 1.3 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in fiscal 2024, partially offset
by favorable earnings mix by jurisdiction in fiscal 2025. Our effective tax rate excluding certain items affecting comparability was
24
21.0 percent in the third quarter of fiscal 2025, compared to 18.4 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 2.6 percentage point increase was primarily due to
certain nonrecurring discrete tax benefits in fiscal 2024, partially offset by favorable earnings mix by jurisdiction in fiscal 2025.
After-tax earnings from joint ventures
decreased to $14 million compared to $18 million in the
same period in fiscal 2024, primarily driven by our share of asset impairment charges at Cereal Partners Worldwide (CPW) in the
third quarter of fiscal 2025, partially offset by lower SG&A expenses and higher volume at Häagen-Dazs Japan, Inc. (HDJ). On a
constant-currency basis, after-tax earnings from joint ventures decreased 16 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 Feb. 23, 2025 vs.
Quarter Ended Feb. 25, 2024
CPW
HDJ
Total
Contributions from volume growth (a)
(4)
pts
8
pts
Net price realization and mix
3
pts
2
pts
Net sales growth in constant currency
(1)
pt
10
pts
1
pt
Foreign currency exchange
(7)
pts
(5)
pts
(7)
pts
Net sales growth
(8)
pts
5
pts
(6)
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 18 million in the third quarter of fiscal 2025 from the same period a year ago
primarily due to share repurchases, partially offset by option exercises.
Nine-Month Results
In the nine-month period ended February 23, 2025, net sales and organic net sales decreased 1 percent compared to the same period
last year. Operating profit increased 6 percent to $2,801 million, primarily driven by a goodwill impairment charge recorded in fiscal
2024 and lower restructuring charges , lower input costs, and a divestiture gain related to the sale of our Canada yogurt business. These
impacts were partially offset by unfavorable net price realization and mix, an increase in SG&A expenses, and transaction costs
primarily related to the definitive agreements to sell our North American yogurt businesses and the Whitebridge Pet Brands
acquisition. Operating profit margin of 18.8 percent increased 130 basis points compared to the same period last year. Adjusted
operating profit of $2,730 million decreased 3 percent on a constant-currency basis, primarily driven by unfavorable net price
realization and mix and an increase in SG&A expenses, partially offset by lower input costs. Adjusted operating profit margin
decreased 20 basis points to 18.3 percent. Diluted earnings per share of $3.57 increased 7 percent in the nine-month period ended
February 23, 2025, and adjusted diluted earnings per share of $3.47 decreased 1 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 nine-month period ended February 23, 2025, follows:
Nine-Month Period Ended Feb. 23, 2025
In millions,
except per share
Nine-Month
Period Ended
Feb. 23, 2025 vs.
Feb. 25, 2024
Percent of Net
Sales
Constant-
Currency
Growth (a)
Net sales
$
14,930.4
(1)
%
Operating profit
2,800.8
6
%
18.8
%
Net earnings attributable to General Mills
2,001.2
3
%
Diluted earnings per share
$
3.57
7
%
Organic net sales growth rate (a)
(1)
%
Adjusted operating profit (a)
2,730.1
(3)
%
18.3
%
(3)
%
Adjusted diluted earnings per share (a)
$
3.47
(1)
%
(1)
%
(a) See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP.
25
Consolidated
net sales
Nine-Month Period Ended
Feb. 23, 2025
Feb. 23, 2025 vs.
Feb. 25, 2024
Feb. 25, 2024
Net sales (in millions)
$
14,930.4
(1)
%
$
15,143.3
Contributions from volume growth (a)
Flat
Net price realization and mix
(1)
pt
Foreign currency exchange
Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
The 1 percent decrease in net sales for the nine-month period ended February 23, 2025, was driven by unfavorable net price
realization and mix.
Components of organic net sales growth are shown in the following table:
Nine-Month Period Ended Feb. 23, 2025 vs.
Nine-Month Period Ended Feb. 25, 2024
Contributions from organic volume growth (a)
Flat
Organic net price realization and mix
(1)
pt
Organic net sales growth
(1)
pt
Foreign currency exchange
Flat
Acquisitions and divestiture
1
pt
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 decreased 1 percent in the nine-month period ended February 23, 2025, driven by unfavorable organic net price
realization and mix.
Cost of sales
period in fiscal 2024. The decrease was primarily driven by a $152 million decrease attributable to product rate and mix and a $30
million decrease attributable to lower volume. We recorded a $24 million net decrease in cost of sales related to the mark-to-market
valuation of certain commodity positions and grain inventories in the nine-month period ended February 23, 2025, compared to a
$6 million net increase in the nine-month period ended February 25, 2024. In addition, we recorded $1 million of restructuring charges
in the nine-month period ended February 23, 2025, compared to $17 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
increased $91 million to $2,552 million in the nine-month period ended February 23, 2025, compared to the same
period in fiscal 2024, primarily driven by transaction costs related to the definitive agreements to sell our North American yogurt
businesses and the Whitebridge Pet Brands acquisition, net recoveries recorded in fiscal 2024 from the fiscal 2023 voluntary recall on
certain international
Häagen-Dazs
of net sales increased 90 basis points in the nine-month period ended February 23, 2025, compared to the same period of fiscal 2024.
Divestiture gain
(please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report).
Restructuring, impairment, and other exit costs
$131 million of net restructuring and impairment costs 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 (please refer to Note 3 to the Consolidated Financial
Statements in Part I, Item 1 of this report).
Benefit plan non-service income
the same period last year, primarily reflecting higher amortization of losses and interest costs.
Interest, net
of fiscal 2024, primarily driven by higher average long-term debt levels.
26
The
effective tax rate
period last year. The 1.0 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in fiscal 2024,
partially offset by favorable earnings mix by jurisdiction in fiscal 2025. Our effective tax rate excluding certain items affecting
comparability was 20.9 percent in the nine-month period ended February 23, 2025, compared to 20.1 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 0.8
percentage point increase is primarily due to certain nonrecurring discrete tax benefits in fiscal 2024, partially offset by favorable
earnings mix by jurisdiction in fiscal 2025.
After-tax earnings from joint ventures
$66 million in the same period in fiscal 2024, primarily driven by our share of asset impairment charges at CPW in fiscal 2025,
partially offset by lower input costs at CPW and lower SG&A expenses at HDJ. On a constant-currency basis, after-tax earnings from
joint ventures decreased 1 percent (see the “Non-GAAP Measures” section below for a description of our use of measures not defined
by GAAP).
Nine-Month Period Ended Feb. 23, 2025 vs.
Nine-Month Period Ended Feb. 25, 2024
CPW
HDJ
Total
Contributions from volume growth (a)
(3)
pts
3
pts
Net price realization and mix
3
pts
Flat
Net sales growth in constant currency
Flat
3
pts
1
pt
Foreign currency exchange
(4)
pts
(4)
pts
(4)
pts
Net sales growth
(3)
pts
Flat
(3)
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, North America Pet, and North
America Foodservice. Please refer to Note 16 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
Nine-Month Period Ended
Feb. 23,
2025
Feb. 23, 2025 vs
Feb. 25, 2024
Feb. 25,
2024
Feb. 23,
2025
Feb. 23, 2025 vs
Feb. 25, 2024
Feb. 25,
2024
Net sales (in millions)
$
3,009.1
(7)
%
$
3,242.1
$
9,347.2
(3)
%
$
9,620.1
Contributions from volume growth (a)
(6)
pts
(3)
pts
Net price realization and mix
(1)
pt
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 Retail net sales decreased 7 percent in the third quarter of fiscal 2025, compared to the same period in fiscal 2024,
driven by a decrease in contributions from volume growth and unfavorable net price realization and mix.
North America Retail net sales decreased 3 percent in the nine-month period ended February 23, 2025, compared to the same period in
fiscal 2024, driven by a decrease in contributions from volume growth, partially offset by favorable net price realization and mix.
27
The components of North America Retail organic net sales growth are shown in the following table:
Quarter Ended
Nine-Month Period Ended
Feb. 23, 2025
Feb. 23, 2025
Contributions from organic volume growth (a)
(5)
pts
(3)
pts
Organic net price realization and mix
(1)
pt
Flat
Organic net sales growth
(6)
pts
(2)
pts
Foreign currency exchange
Flat
Flat
Divestiture (b)
(1)
pt
Flat
Net sales growth
(7)
pts
(3)
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Divestiture of Canada yogurt business in the third quarter of fiscal 2025. Please refer to Note 2 to the Consolidated Financial
North America Retail organic net sales decreased 6 percent in the third quarter of fiscal 2025, compared to the same period in fiscal
2024, driven by a decrease in contributions from organic volume growth and unfavorable organic net price realization and mix.
North America Retail organic net sales decreased 2 percent in the nine-month period ended February 23, 2025, compared to the same
period in fiscal 2024, driven 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
Nine-Month Period Ended
Feb. 23, 2025
Feb. 23, 2025
U.S. Snacks
(6)
%
(3)
%
U.S. Morning Foods
(10)
%
(3)
%
Canada (a)
(19)
%
(7)
%
U.S. Meals & Baking Solutions
(3)
%
(1)
%
Total
(7)
%
(3)
%
(a) On a constant-currency basis, Canada net sales decreased 14 percent in the third quarter of fiscal 2025 and decreased 4 percent in
the nine -month period ended February 23, 2025, compared to the same periods in fiscal 2024. See the “Non-GAAP Measures”
section below for our use of this measure not defined by GAAP.
Segment operating profit decreased 14 percent to $648 million in the third quarter of fiscal 2025, compared to $752 million in the
same period in fiscal 2024 , primarily driven by a decrease in contributions from volume growth and unfavorable net price realization
and mix. Segment operating profit decreased 14 percent on a constant-currency basis in the third quarter of fiscal 2025, compared to
the same period in fiscal 2024 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
Segment operating profit decreased 6 percent to $2,256 million in the nine-month period ended February 23, 2025, compared to
$2,410 million in the same period in fiscal 2024, primarily driven by a decrease in contributions from volume growth and higher input
costs, partially offset by favorable net price realization and mix. Segment operating profit decreased 6 percent on a constant-currency
basis in the nine -month period ended February 23, 2025, compared to the same period in fiscal 2024 (see the “Non-GAAP Measures”
section below for our use of this measure not defined by GAAP).
28
International Segment Results
International net sales were as follows:
Quarter Ended
Nine-Month Period Ended
Feb. 23,
2025
Feb. 23, 2025 vs
Feb. 25, 2024
Feb. 25,
2024
Feb. 23,
2025
Feb. 23, 2025 vs
Feb. 25, 2024
Feb. 25,
2024
Net sales (in millions)
$
651.3
(4)
%
$
680.1
$
2,058.9
(1)
%
$
2,079.0
Contributions from volume growth (a)
(1)
pt
4
pts
Net price realization and mix
2
pts
(2)
pts
Foreign currency exchange
(5)
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 decreased 4 percent in the third quarter of fiscal 2025, compared to the same period in fiscal 2024, driven by
unfavorable foreign currency exchange and a decrease in contributions from volume growth, partially offset by favorable net price
realization and mix.
International net sales decreased 1 percent in the nine-month period ended February 23, 2025, compared to the same period in fiscal
2024, driven by unfavorable net price realization and mix and unfavorable foreign currency exchange, partially offset by an increase
in contributions from volume growth.
The components of International organic net sales growth are shown in the following table:
Quarter Ended
Nine-Month Period Ended
Feb. 23, 2025
Feb. 23, 2025
Contributions from organic volume growth (a)
(4)
pts
2
pts
Organic net price realization and mix
Flat
(4)
pts
Organic net sales growth
(3)
pts
(2)
pts
Foreign currency exchange
(5)
pts
(2)
pts
Acquisition (b)
4
pts
4
pts
Net sales growth
(4)
pts
(1)
pt
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Acquisition of a pet food business in Europe in fiscal 2024. Please refer to Note 2 to the Consolidated Financial Statements in
International organic net sales decreased 3 percent in the third quarter of fiscal 2025, compared to the same period in fiscal 2024,
driven by a decrease in contributions from organic volume growth.
International organic net sales decreased 2 percent in the nine-month period ended February 23, 2025, compared to the same period in
fiscal 2024, driven by unfavorable organic net price realization and mix, partially offset by an increase in contributions from organic
volume growth.
Segment operating profit decreased 1 percent to $18 million in the third quarter of fiscal 2025, compared to the same period in fiscal
2024, primarily driven by unfavorable net price realization and mix and higher SG&A expenses, partially offset by lower input costs.
Segment operating profit decreased 20 percent on a constant-currency basis in the third quarter of fiscal 2025, compared to the same
period in fiscal 2024 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
Segment operating profit decreased 39 percent to $63 million in the nine-month period ended February 23, 2025, compared to
$103 million in the same period in fiscal 2024, primarily driven by unfavorable net price realization and mix and higher SG&A
expenses, partially offset by lower input costs and an increase in contributions from volume growth. Segment operating profit
decreased 50 percent on a constant-currency basis in the nine-month period ended February 23, 2025, compared to the same period in
fiscal 2024 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
29
North America Pet Segment Results
North America Pet net sales were as follows:
Quarter Ended
Nine-Month Period Ended
Feb. 23,
2025
Feb. 23, 2025 vs
Feb. 25, 2024
Feb. 25,
2024
Feb. 23,
2025
Feb. 23, 2025 vs
Feb. 25, 2024
Feb. 25,
2024
Net sales (in millions)
$
623.7
Flat
$
624.5
$
1,795.6
1
%
$
1,773.7
Contributions from volume growth (a)
(1)
pt
3
pts
Net price realization and mix
1
pt
(2)
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 Pet net sales in the third quarter of fiscal 2025, essentially matched the same period in fiscal 2024.
North America Pet net sales increased 1 percent in the nine-month period ended February 23, 2025, compared to the same period in
fiscal 2024, driven by an increase in contributions from volume growth, partially offset by unfavorable net price realization and mix.
The components of North America Pet organic net sales growth are shown in the following table:
Quarter Ended
Nine-Month Period Ended
Feb. 23, 2025
Feb. 23, 2025
Contributions from organic volume growth (a)
(3)
pts
3
pts
Organic net price realization and mix
(1)
pt
(3)
pts
Organic net sales growth
(5)
pts
Flat
Foreign currency exchange
Flat
Flat
Acquisition (b)
5
pts
2
pts
Net sales growth
Flat
1
pt
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Acquisition of Whitebridge Pet Brands business in fiscal 2025. Please refer to Note 2 to the Consolidated Financial Statements in
North America Pet organic net sales decreased 5 percent in the third quarter of fiscal 2025, compared to the same period in fiscal
2024, driven by a decrease in contributions from organic volume growth and unfavorable organic net price realization and mix.
North America Pet organic net sales in the nine-month period ended February 23, 2025, essentially matched the same period in fiscal
2024.
Segment operating profit decreased 20 percent to $102 million in the third quarter of fiscal 2025, compared to $128 million in the
same period in fiscal 2024, primarily driven by higher SG&A expenses, including increased media and advertising expenses, and
higher input costs. Segment operating profit decreased 20 percent on a constant-currency basis in the third quarter of fiscal 2025,
compared to the same period in fiscal 2024 (see the “Non-GAAP Measures” section below for our use of this measure not defined by
GAAP).
Segment operating profit increased 6 percent to $361 million in the nine-month period ended February 23, 2025, compared to
$342 million in the same period in fiscal 2024, primarily driven by lower input costs and an increase in contributions from volume
growth, partially offset by unfavorable net price realization and mix and higher SG&A expenses, including increased media and
advertising expenses. Segment operating profit increased 6 percent on a constant-currency basis in the nine-month period ended
February 23, 2025, compared to the same period in fiscal 2024 (see the “Non-GAAP Measures” section below for our use of this
measure not defined by GAAP).
30
North America Foodservice Segment Results
North America Foodservice net sales were as follows:
Quarter Ended
Nine-Month Period Ended
Feb. 23,
2025
Feb. 23, 2025 vs
Feb. 25, 2024
Feb. 25,
2024
Feb. 23,
2025
Feb. 23, 2025 vs
Feb. 25, 2024
Feb. 25,
2024
Net sales (in millions)
$
555.3
1
%
$
551.7
$
1,721.5
3
%
$
1,669.7
Contributions from volume growth (a)
(1)
pt
2
pts
Net price realization and mix
2
pts
2
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 Foodservice net sales increased 1 percent in the third quarter of fiscal 2025, compared to the same period in fiscal
2024, driven by favorable net price realization and mix, partially offset by a decrease in contributions from volume growth.
North America Foodservice net sales increased 3 percent in the nine-month period ended February 23, 2025, compared to the same
period in fiscal 2024, 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
Nine-Month Period Ended
Feb. 23, 2025
Feb. 23, 2025
Contributions from organic volume growth (a)
(1)
pt
2
pts
Organic net price realization and mix
2
pts
2
pts
Organic net sales growth
1
pt
3
pts
Foreign currency exchange
Flat
Flat
Net sales growth
1
pt
3
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
North America Foodservice organic net sales increased 1 percent in the third quarter of fiscal 2025, compared to the same period in
fiscal 2024, driven by favorable organic net price realization and mix, partially offset by a decrease in contributions from organic
volume growth.
North America Foodservice organic net sales increased 3 percent in the nine-month period ended February 23, 2025, compared to the
same period in fiscal 2024, driven by an increase in contributions from organic volume growth and favorable organic net price
realization and mix.
Segment operating profit increased 1 percent to $82 million in the third quarter of fiscal 2025, compared to the same period in fiscal
2024, primarily driven by favorable net price realization and mix, partially offset by higher input costs. Segment operating profit
increased 1 percent on a constant-currency basis in the third quarter of fiscal 2025, compared to the same period in fiscal 2024 (see the
“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
Segment operating profit increased 15 percent to $272 million in the nine-month period ended February 23, 2025, compared to
$236 million in the same period in fiscal 2024, primarily driven by favorable net price realization and mix. Segment operating profit
increased 15 percent on a constant-currency basis in the nine-month period ended February 23, 2025, compared to the same period in
fiscal 2024 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
31
UNALLOCATED CORPORATE ITEMS
Unallocated corporate expenses totaled $56 million in the third quarter of fiscal 2025, compared to $64 million in the same period in
fiscal 2024. In the third quarter of fiscal 2025, we recorded a $23 million net decrease in expense related to the mark-to-market
valuation of certain commodity positions and grain inventories, compared to a $26 million net increase in expense in the same period
last year. In the third quarter of fiscal 2024, we recorded $31 million of net recoveries related to a voluntary recall on certain
Häagen-
Dazs
to sell our North American yogurt businesses in the third quarter of fiscal 2025. We also recorded $3 million of integration costs in the
third quarter of fiscal 2025, related to the fiscal 2025 acquisition of Whitebridge Pet Brands and the fiscal 2024 acquisition of a pet
food business in Europe. Certain compensation and benefit related expenses decreased in the third quarter of fiscal 2025, compared to
the same period in fiscal 2024. In addition, we recorded $2 million of net losses related to valuation adjustments on certain corporate
investments in the third quarter of fiscal 2025, compared to $3 million of net losses in the same quarter of fiscal 2024.
Unallocated corporate expenses totaled $244 million in the nine-month period ended February 23, 2025, compared to $308 million in
the same period in fiscal 2024. In the nine-month period ended February 23, 2025, we recorded a $24 million net decrease in expense
related to the mark-to-market valuation of certain commodity positions and grain inventories, compared to a $6 million net increase in
expense in the same period last year. In addition, we recorded $33 million of transaction costs related to the definitive agreements to
sell our North American yogurt businesses and the Whitebridge Pet Brands acquisition in the nine-month period ended February 23,
2025, compared to $1 million of transaction costs in the same period last year.
We
also recorded $7 million of integration costs related
to the fiscal 2025 acquisition of Whitebridge Pet Brands and the fiscal 2024 acquisition of a pet food business in Europe in the nine-
month period ended February 23, 2025. In the nine-month period ended February 25, 2024, we recorded $31 million of net recoveries
related to a voluntary recall on certain
Häagen-Dazs
valuation adjustments on certain corporate investments in the nine-month period ended February 23, 2025, compared to $25 million of
net losses in the same period of fiscal 2024. In addition, certain compensation and benefit related expenses decreased in the nine-
month period ended February 23, 2025, compared to the same period in fiscal 2024. We recorded $1 million of restructuring charges
and an immaterial amount of restructuring initiative project-related costs in cost of sales in the nine-month period ended February 23,
2025, compared to $17 million of restructuring charges and $2 million of restructuring initiative project-related costs in cost of sales in
the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
During the nine-month period ended February 23, 2025, cash provided by operations was $2,307 million compared to $2,439 million
in the same period last year. The $132 million decrease was primarily driven by a $123 million change in restructuring, impairment,
and other exit (recoveries) costs and a $38 million decrease in net earnings excluding the impact of the divestiture in fiscal 2025.
Cash used by investing activities during the nine-month period ended February 23, 2025, was $1,579 million compared to
$508 million for the same period in fiscal 2024. In the third quarter of fiscal 2025 , we acquired Whitebridge Pet Brands for $1,410
million cash, net of cash acquired. During the third quarter of fiscal 2025, we completed the sale of our Canada yogurt business for
$242 million cash. In addition, we spent $405 million on purchases of land, buildings, and equipment in the nine-month period ended
February 23, 2025, compared to $486 million in the same period last year.
Cash used by financing activities during the nine-month period ended February 23, 2025, was $610 million compared to
$1,928 million in the same period in fiscal 2024. We paid $902 million for purchases of common stock for treasury in the nine-month
period ended February 23, 2025, compared to $1,602 million in the same period in fiscal 2024. We had $1,397 million of net debt
issuances in the nine-month period ended February 23, 2025, compared to $754 million of net debt issuances in the same period a year
ago. In addition, we paid $1,008 million of dividends in the nine-month period ended February 23, 2025, compared to $1,028 million
in the same period last year.
As of February 23, 2025, we had $404 million of cash and cash equivalents in foreign jurisdictions. In anticipation of repatriating
funds from foreign jurisdictions, we record local country withholding taxes on our international earnings, as applicable. We may
repatriate our cash and cash equivalents held by our foreign subsidiaries without such funds being subject to further U.S. income tax
liability. Earnings prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in those jurisdictions.
32
The following table details the fee-paid committed and uncommitted credit lines we had available as of February 23, 2025:
In Billions
Facility
Amount
Borrowed
Amount
Committed credit facility expiring October 2029
$
2.7
$
-
Uncommitted credit facilities
0.7
-
Total committed and uncommitted credit facilities
$
3.4
$
-
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
February 23, 2025, we were in compliance with all of these covenants.
We have $1,941 million of long-term debt maturing in the next 12 months that is classified as current, including $800 million of 4.0
percent fixed-rate notes due April 17, 2025, €500 million of 0.125 percent fixed-rate notes due November 15, 2025, and €600 million
of 0.45 percent fixed-rate notes due January 15, 2026. We believe that cash flows from operations, together with available short- and
long-term debt financing, will be adequate to meet our liquidity and capital needs for at least the next 12 months.
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). On June 1, 2024, the floating preferred return rate on GMC’s Class
A Interests was reset to the sum of the three-month Term SOFR plus 261 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.
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 26, 2024. The accounting policies used in preparing our interim fiscal 2025 Consolidated
Financial Statements are the same as those described in our Form 10-K. Please refer to Note 1 to the Consolidated Financial
Statements in Part I, Item 1 of this report for additional information.
Our critical accounting estimates are those that have meaningful impact on the reporting of our financial condition and results of
operations. These estimates include our accounting for revenue recognition, valuation of long-lived assets, intangible assets, income
taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans. The assumptions and
methodologies used in the determination of those estimates as of February 23, 2025, are the same as those described in our Annual
Report on Form 10-K for the fiscal year ended May 26, 2024.
Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of
fiscal 2025, and we determined there was no impairment of our intangible assets as their related fair values were substantially in
excess of the carrying values, except for the
Uncle Toby’s
our fiscal 2025 assessment date, the
Progresso
,
Nudges, True Chews, and Kitano
coverage. We will continue to monitor these businesses for potential impairment.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting Standards Board (FASB ) issued Accounting Standards Update (ASU) 2024-03 requiring
additional income statement disclosures. The ASU requires the disaggregation of specific categories of expenses underlying the line
items presented on the income statement. Additionally, the ASU requires enhanced disclosure of selling expenses. The requirements
of the ASU are effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after
December 15, 2027. For us, annual reporting requirements will be effective for our fiscal 2028 Form 10-K and interim reporting
requirements will be effective beginning with our first quarter of fiscal 2029. Early adoption is permitted and the amendments should
be applied on a prospective basis. Retrospective application is permitted. We are in the process of analyzing the impact of the ASU on
our related disclosures.
33
In March 2024, the Securities and Exchange Commission (SEC) issued final rules on the enhancement and standardization of climate
related disclosures. The rules require disclosure of, among other things: material climate-related risks; activities to mitigate or adapt to
such risks; governance and management of such risks; and material greenhouse gas (GHG) emissions from operations owned or
controlled (Scope 1) and/or indirect emissions from purchased energy consumed in operations (Scope 2). Additionally, the rules
require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions, subject
to certain materiality thresholds. The SEC has issued a stay on the final rules due to litigation and the effective date is delayed
indefinitely. We are in the process of analyzing the impact of the rules on our disclosures.
In December 2023, the FASB issued ASU 2023-09 requiring enhanced income tax disclosures. The ASU requires disclosure of
specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of
disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or
benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods
beginning after December 15, 2024, which for us is fiscal 2026. Early adoption is permitted and the amendments should be applied on
a prospective basis. Retrospective application is permitted. We are in the process of analyzing the impact of the ASU on our related
disclosures.
In November 2023, the FASB issued 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 Form 10-K 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.
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.
Divestiture gain
Divestiture gain related to the sale of our Canada yogurt business in fiscal 2025. Please refer to Note 2 to the Consolidated Financial
Statements in Part I, Item 1 of this report.
Transaction costs
Fiscal 2025 transaction costs related to the definitive agreements to sell our North American yogurt businesses and the Whitebridge
Pet Brands acquisition. Immaterial transaction costs incurred in fiscal 2024. Please refer to Note 2 to the Consolidated Financial
Statements in Part I, Item 1 of this report.
Mark-to-market effects
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please refer to Note 6 to the
Consolidated Financial Statements in Part I, Item 1 of this report.
Acquisition integration costs
Integration costs related to the Whitebridge Pet Brands acquisition and the acquisition of a pet food business in Europe recorded in
fiscal 2025. In addition, integration costs primarily resulting from the acquisition of TNT Crust recorded in fiscal 2024. Please refer to
Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.
34
Investment activity, net
Valuation adjustments of certain corporate investments in fiscal 2025 and fiscal 2024.
Restructuring (recoveries) charges and project-related costs
Restructuring (recoveries) charges and project-related costs related to previously announced restructuring actions recorded in fiscal
2025 and fiscal 2024. Please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.
Goodwill impairment
Non-cash goodwill impairment charge related to our Latin America reporting unit in fiscal 2024. Please refer to Note 4 to the
Consolidated Financial Statements in Part I, Item 1 of this report.
Product recall, net
Costs related to the fiscal 2023 voluntary recall of certain international
Häagen-Dazs
CPW asset impairment
Our share of impairment charges related to certain long-lived assets recorded in fiscal 2025.
Organic Net Sales Growth Rates
We provide organic net sales growth rates for our consolidated net sales and segment net sales. This measure is used in reporting to
our Board of Directors and executive management and as a component of the measurement of our performance for incentive
compensation purposes. We believe that organic net sales growth rates provide useful information to investors because they provide
transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations,
acquisitions, divestitures, and a 53
rd
reported net sales growth rates, the relevant GAAP measures, are included in our Consolidated Results of Operations and Results of
Segment Operations discussions in the MD&A above.
35
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
Feb. 23, 2025
Feb. 25, 2024
In Millions
Value
Percent of
Net Sales
Value
Percent of
Net Sales
Operating profit as reported
$
891.4
18.4
%
$
910.7
17.9
%
Divestiture gain
(95.9)
(2.0)
%
-
-
%
Transaction costs
24.0
0.5
%
-
-
%
Mark-to-market effects
(23.2)
(0.5)
%
25.7
0.5
%
Acquisition integration costs
3.3
0.1
%
-
-
%
Investment activity, net
1.7
-
%
2.7
0.1
%
Restructuring (recoveries) charges
(0.6)
-
%
5.9
0.1
%
Project-related costs
0.2
-
%
0.5
-
%
Product recall, net
-
-
%
(31.1)
(0.6)
%
Adjusted operating profit
$
800.8
16.5
%
$
914.5
17.9
%
Nine-Month Period Ended
Feb. 23, 2025
Feb. 25, 2024
In Millions
Value
Percent of
Net Sales
Value
Percent of
Net Sales
Operating profit as reported
$
2,800.8
18.8
%
$
2,652.5
17.5
%
Divestiture gain
(95.9)
(0.6)
%
-
-
%
Transaction costs
32.9
0.2
%
0.6
-
%
Mark-to-market effects
(23.8)
(0.2)
%
5.9
-
%
Acquisition integration costs
7.2
-
%
0.2
-
%
Investment activity, net
4.9
-
%
25.2
0.2
%
Restructuring charges
3.6
-
%
30.5
0.2
%
Project-related costs
0.4
-
%
1.6
-
%
Goodwill impairment
-
-
%
117.1
0.8
%
Product recall, net
-
-
%
(30.7)
(0.2)
%
Adjusted operating profit
$
2,730.1
18.3
%
$
2,802.9
18.5
%
Note: Tables may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
36
Adjusted Operating Profit and Related Constant-currency Growth Rate
This measure is used in reporting to our Board of Directors and executive management and as a component of the measurement of our
performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is
the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis. Additionally, the
measure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations have on
year-to-year comparability given the volatility in foreign currency exchange rates.
Our adjusted operating profit growth on a constant-currency basis is calculated as follows:
Quarter Ended
Nine-Month Period Ended
Feb. 23, 2025
Feb. 25, 2024
Change
Feb. 23, 2025
Feb. 25, 2024
Change
Operating profit as reported
$
891.4
$
910.7
(2)
%
$
2,800.8
$
2,652.5
6
%
Divestiture gain
(95.9)
-
(95.9)
-
Transaction costs
24.0
-
32.9
0.6
Mark-to-market effects
(23.2)
25.7
(23.8)
5.9
Acquisition integration costs
3.3
-
7.2
0.2
Investment activity, net
1.7
2.7
4.9
25.2
Restructuring (recoveries) charges
(0.6)
5.9
3.6
30.5
Project-related costs
0.2
0.5
0.4
1.6
Goodwill impairment
-
-
-
117.1
Product recall, net
-
(31.1)
-
(30.7)
Adjusted operating profit
$
800.8
$
914.5
(12)
%
$
2,730.1
$
2,802.9
(3)
%
Foreign currency exchange impact
Flat
Flat
Adjusted operating profit growth,
(13)
%
(3)
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
Adjusted Diluted EPS and Related Constant-currency Growth Rate
This measure is used in reporting to our Board of Directors and executive management. We believe that this measure provides useful
information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year
basis.
The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS and the related constant-currency growth rates follows:
Quarter Ended
Nine-Month Period Ended
Per Share Data
Feb. 23, 2025
Feb. 25, 2024
Change
Feb. 23, 2025
Feb. 25, 2024
Change
Diluted earnings per share, as reported
$
1.12
$
1.17
(4)
%
$
3.57
$
3.33
7
%
Divestiture gain
(0.15)
-
(0.15)
-
Transaction costs
0.03
-
0.04
-
Mark-to-market effects
(0.03)
0.04
(0.03)
0.01
Acquisition integration costs
-
-
0.01
-
Investment activity, net
0.01
-
0.01
0.03
CPW asset impairment
0.01
-
0.01
-
Restructuring charges
-
0.01
0.01
0.04
Goodwill impairment
-
-
-
0.14
Product recall, net
-
(0.04)
-
(0.04)
Adjusted diluted earnings per share
$
1.00
$
1.17
(15)
%
$
3.47
$
3.51
(1)
%
Foreign currency exchange impact
1
pt
Flat
Adjusted diluted earnings per share
(15)
%
(1)
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
37
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.
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 Feb. 23, 2025
(20)
%
(4)
pts
(16)
%
Nine-Month Period Ended Feb. 23, 2025
(3)
%
(2)
pts
(1)
%
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 Feb. 23, 2025
(19)
%
(5)
pts
(14)
%
Nine-Month Period Ended Feb. 23, 2025
(7)
%
(3)
pts
(4)
%
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.
38
Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:
Quarter Ended Feb. 23, 2025
Percentage Change in
Operating Profit
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in Operating
Profit on Constant-Currency
Basis
North America Retail
(14)
%
Flat
(14)
%
International
(1)
%
19
pts
(20)
%
North America Pet
(20)
%
Flat
(20)
%
North America Foodservice
1
%
Flat
1
%
Nine-Month Period Ended Feb. 23, 2025
Percentage Change in
Operating Profit
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in Operating
Profit on Constant-Currency
Basis
North America Retail
(6)
%
Flat
(6)
%
International
(39)
%
11
pts
(50)
%
North America Pet
6
%
Flat
6
%
North America Foodservice
15
%
Flat
15
%
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
Nine-Month Period Ended
Feb. 23, 2025
Feb. 25, 2024
Feb. 23, 2025
Feb. 25, 2024
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
$
769.0
$
152.4
$
807.6
$
149.3
$
2,457.9
$
504.6
$
2,351.7
$
458.5
Divestiture gain
(95.9)
(11.1)
-
-
(95.9)
(11.1)
-
-
Transaction costs
24.0
5.6
-
-
32.9
7.6
0.6
-
Mark-to-market effects
(23.2)
(5.4)
25.7
6.0
(23.8)
(5.5)
5.9
1.4
Acquisition integration costs
3.3
0.7
-
-
7.2
1.6
0.2
0.1
Investment activity, net
1.7
0.4
2.7
2.2
4.9
1.1
25.2
7.4
Restructuring (recoveries) charges
(0.6)
(0.1)
5.9
(1.2)
3.6
0.9
30.5
8.0
Project-related costs
0.2
-
0.5
0.1
0.4
0.1
1.6
0.5
Goodwill impairment
-
-
-
-
-
-
117.1
34.7
Product recall, net
-
-
(31.1)
(7.2)
-
-
(30.7)
(7.1)
As adjusted
$
678.4
$
142.5
$
811.3
$
149.4
$
2,387.2
$
499.4
$
2,502.1
$
503.6
Effective tax rate:
As reported
19.8%
18.5%
20.5%
19.5%
As adjusted
21.0%
18.4%
20.9%
20.1%
Sum of adjustments to income taxes
$
(9.9)
$
0.1
$
(5.2)
$
45.1
Average number of common
555.0
572.8
559.8
582.5
Impact of income tax adjustments
$
0.02
$
-
$
0.01
$
(0.08)
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 see the Significant Items Impacting Comparability section above.
39
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.
40
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 (Loss).
Organic net sales growth
. Net sales growth adjusted for foreign currency translation, acquisitions, divestitures and a 53
rd
when applicable.
Project-related costs.
Costs incurred related to our restructuring initiatives not included in restructuring charges.
Reporting unit
. An operating segment or a business one level below an operating segment.
SOFR.
Strategic Revenue Management (SRM).
realization and mix by identifying and executing against specific opportunities to apply tools including pricing, sizing, mix
management, and promotion optimization across each of our businesses.
Supply chain input costs.
management, logistics, and warehousing.
Translation adjustments.
The impact of the conversion of our foreign affiliates’ financial statements to United States dollars for the
purpose of consolidating our financial statements.
Working capital
. Current assets and current liabilities, all as of the last day of our fiscal year.
41
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: imposed and threatened tariffs by the United States and its trading
partners; disruptions or inefficiencies in the supply chain; competitive dynamics in the consumer foods industry and the markets for
our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our
competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, tariffs, or the availability of capital;
product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing
actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in
the legal and regulatory environment, including tax legislation, imposition of tariffs, 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 tariffs; 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 26, 2024, 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 February 23, 2025, was as follows:
In Millions
One-day Risk
of Loss
Change During
Nine-Month
Period Ended
Feb. 23, 2025
Analysis of Change
Interest rate instruments
$
43
$
(11)
Decrease in interest rates
Foreign currency instruments
39
9
Increase in portfolio basis
Commodity instruments
4
(1)
Immaterial
Equity instruments
2
-
Immaterial
For additional information, see Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended May 26, 2024.
42
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 February 23, 2025, our disclosure controls and procedures were effective to ensure that information
required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed,
summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2)
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner
that allows timely decisions regarding required disclosure.
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 February 23, 2025, that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth information with respect to shares of our common stock that we purchased during the quarter ended
February 23, 2025:
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)
November 25, 2024 -
December 29, 2024
1,910,552
$
66.25
1,910,552
45,034,753
December 30, 2024 -
January 26, 2025
2,254,605
61.24
2,254,605
42,780,148
January 27, 2025 -
February 23, 2025
644,987
61.64
644,987
42,135,161
Total
4,810,144
$
63.28
4,810,144
42,135,161
(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 February 23, 2025, no director or officer of the Company
trading arrangement” or “
43
PART II. OTHER INFORMATION
Item 6.
Exhibits.
Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 23,
2025, formatted in Inline Extensible Business Reporting Language: (i) Consolidated Statements of Earnings; (ii)
Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets; (iv) Consolidated
Statements of Total Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial
Statements.
Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
44
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: March 19, 2025
/s/ Mark A. Pallot
Mark A. Pallot
Vice President, Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized Officer)
1
Exhibit 31.1
I,
Jeffrey L. Harmening, certify
that:
1. I have reviewed
this Quarterly Report on Form 10-Q of General Mills, Inc.;
2. Based
on my knowledge,
this report does
not contain any
untrue statement of
a material fact or
omit to state a
material fact
necessary to make the
statements made, in light of
the circumstances under which such statements
were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge,
the financial statements,
and other financial
information included in
this report, fairly
present in all
material respects
the financial condition,
results of operations
and cash flows of
the registrant as
of, and for, the
periods
presented in this report;
4. The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined
in Exchange Act
Rules 13a-15(e) and
15d-15(e)) and internal
control over financial
reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed
such disclosure controls and procedures, or
caused such disclosure controls and procedures
to be designed under
our supervision,
to ensure that
material information relating
to the registrant,
including its consolidated
subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) designed
such internal control
over financial reporting,
or caused such
internal control over
financial reporting to be
designed under
our supervision, to
provide reasonable assurance
regarding the reliability
of financial reporting
and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) evaluated
the effectiveness of
the registrant’s disclosure
controls and procedures
and presented in
this report our
conclusions about
the effectiveness of
the disclosure controls
and procedures, as of the
end of the period covered by this
report based on such evaluation; and
(d) disclosed
in this report any
change in the
registrant’s internal control
over financial reporting
that occurred during the
registrant’s most
recent fiscal quarter
(the registrant’s fourth
fiscal quarter in
the case of an
annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The
registrant’s other certifying
officer and I have
disclosed, based on
our most recent
evaluation of internal
control over
financial reporting,
to the registrant’s
auditors and the
audit committee of
the registrant’s board
of directors (or persons
performing the equivalent functions):
(a) all
significant deficiencies and
material weaknesses
in the design or
operation of
internal control over financial reporting
which are
reasonably likely to
adversely affect the
registrant’s ability to
record, process, summarize
and report financial
information; and
(b) any
fraud, whether or
not material, that
involves management or
other employees who
have a significant
role in the
registrant’s internal control over financial reporting.
Date: March 19, 2025
/s/ Jeffrey
L. Harmening
Jeffrey L. Harmening
Chief Executive Officer
1
Exhibit 31.2
I,
Kofi A. Bruce, certify
that:
1. I have reviewed
this Quarterly Report on Form 10-Q of General Mills, Inc.;
2. Based
on my knowledge,
this report does
not contain any
untrue statement of
a material fact or
omit to state a
material fact
necessary to make the
statements made, in light of
the circumstances under which such statements
were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge,
the financial statements,
and other financial
information included in
this report, fairly
present in all
material respects
the financial condition,
results of operations
and cash flows of
the registrant as
of, and for, the
periods
presented in this report;
4. The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined
in Exchange Act
Rules 13a-15(e) and
15d-15(e)) and internal
control over financial
reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed
such disclosure controls and procedures, or
caused such disclosure controls and procedures
to be designed under
our supervision,
to ensure that
material information relating
to the registrant,
including its consolidated
subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) designed
such internal control
over financial reporting,
or caused such
internal control over
financial reporting to be
designed under
our supervision, to
provide reasonable assurance
regarding the reliability
of financial reporting
and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) evaluated
the effectiveness of
the registrant’s disclosure
controls and procedures
and presented in
this report our
conclusions about
the effectiveness of
the disclosure controls
and procedures, as of the
end of the period covered by this
report based on such evaluation; and
(d) disclosed
in this report any
change in the
registrant’s internal control
over financial reporting
that occurred during the
registrant’s most
recent fiscal quarter
(the registrant’s fourth
fiscal quarter in
the case of an
annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The
registrant’s other certifying
officer and I have
disclosed, based on
our most recent
evaluation of internal
control over
financial reporting,
to the registrant’s
auditors and the
audit committee of
the registrant’s board
of directors (or persons
performing the equivalent functions):
(a) all
significant deficiencies and
material weaknesses
in the design or
operation of
internal control over financial reporting
which are
reasonably likely to
adversely affect the
registrant’s ability to
record, process, summarize
and report financial
information; and
(b) any
fraud, whether or
not material, that
involves management or
other employees who
have a significant
role in the
registrant’s internal control over financial reporting.
Date: March 19, 2025
/s/ Kofi A.
Bruce
Kofi A.
Bruce
Chief Financial
Officer
1
Exhibit
32.1
I, Jeffrey
L. Harmening, Chief
Executive Officer of
General Mills, Inc.
(the “Company”), certify,
pursuant to Section
906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Quarterly Report
on Form 10-Q of the Company for the fiscal quarter ended February 23, 2025
(the “Report”) fully complies
with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) the
information contained in the Report fairly
presents, in all material respects, the
financial condition and results of operations
of the Company.
Dated: March 19,
2025
/s/ Jeffrey L.
Harmening
Jeffrey L. Harmening
Chief Executive Officer
1
Exhibit 32.2
I,
Kofi A. Bruce, Chief
Financial Officer of General Mills,
Inc. (the
“Company”), certify, pursuant to
Section 906 of the
Sarbanes-
Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Quarterly Report
on Form 10-Q of the Company for the fiscal quarter ended February 23, 2025
(the “Report”) fully complies
with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) the
information contained in the Report fairly
presents, in all material respects, the
financial condition and results of operations
of the Company.
Dated: March 19,
2025
/s/ Kofi A.
Bruce
Kofi A. Bruce
Chief Financial Officer