Item 7A. of this report.
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Item 7A. of this report.
LIQUIDITY AND CAPITAL RESOURCES
The primary source of our liquidity is cash flow from operations. Over the most recent two-year period, our operations have generated
$5 billion in cash. A substantial portion of this operating cash flow has been returned to shareholders through dividends and share
repurchases. We also use cash from operations to fund our capital expenditures, acquisitions, and debt service. We typically use a
combination of cash, notes payable, and long-term debt, and occasionally issue shares of common stock, to finance significant
acquisitions.
As of May 31, 2026, we had $446 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.
Cash Flows from Operations
| Fiscal Year | |||
| In Millions | 2026 | 2025 | |
| Net (loss) earnings, including earnings attributable to noncontrolling interests | $(85.3) | $2,318.9 | |
| Depreciation and amortization | 555.2 | 539.0 | |
| After-tax loss (earnings) from joint ventures | 76.5 | (57.6) | |
| Distributions of earnings from joint ventures | 39.0 | 44.6 | |
| Stock-based compensation | 79.4 | 91.7 | |
| Deferred income taxes | 203.2 | (120.9) | |
| Pension and other postretirement benefit plan contributions | (31.7) | (30.8) | |
| Pension and other postretirement benefit plan costs | (23.7) | (12.7) | |
| Divestitures gain, net | (1,049.4) | (95.9) | |
| Restructuring, transformation, impairment, and other exit costs | 2,897.7 | 74.3 | |
| Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures | (478.3) | 192.4 | |
| Other, net | (16.4) | (24.8) | |
| Net cash provided by operating activities | $2,166.2 | $2,918.2 |
During fiscal 2026, cash provided by operations was $2,166 million compared to $2,918 million in the same period last year. The
$752 million decrease was primarily due to a $671 million change in current assets and current liabilities. The $671 million change in
current assets and current liabilities was primarily driven by a $273 million change in timing of accounts payable, a $228 million
change in prepaid expenses and other current assets, primarily related to timing of receipts for certain non-customer related
receivables, and a $198 million change in other current liabilities, primarily related to changes in interest payment timing and changes
in income taxes payable.
We strive to grow core working capital at or below the rate of growth in our net sales. For fiscal 2026, core working capital net
liability decreased 46 percent, compared to a net sales decrease of 5 percent. The core working capital net liability decreased $138
million from $303 million in fiscal 2025 to $165 million in fiscal 2026. The $138 million net liability decrease was primarily due to a
decrease in accounts payable, partially offset by a decrease in accounts receivable in fiscal 2026.
Cash Flows from Investing Activities
| Fiscal Year | |||
| In Millions | 2026 | 2025 | |
| Purchases of land, buildings, and equipment | $(539.9) | $(625.3) | |
| Acquisitions, net of cash acquired | — | (1,419.3) | |
| Proceeds from divestitures | 1,830.2 | 241.8 | |
| Investments in affiliates, net | (31.8) | 13.3 | |
| Proceeds from disposal of land, buildings, and equipment | 4.8 | 1.1 | |
| Other, net | (5.1) | (6.5) | |
| Net cash provided (used) by investing activities | $1,258.2 | $(1,794.9) |
In fiscal 2026, cash provided by investing activities was $1,258 million compared to cash used by investing activities of $1,795
million in fiscal 2025. We invested $540 million in land, buildings, and equipment in fiscal 2026, a decrease of $85 million from fiscal
During fiscal 2026, we completed the sale of our United States yogurt business for $1,798 million cash. We also received an additional
$6 million of cash related to a sale price adjustment related to the sale of our Canada yogurt business in fiscal 2026. In fiscal 2025, we
completed the sale of our Canada yogurt business for $242 million cash. We also acquired Whitebridge Pet Brands for $1,412 million
cash, net of cash acquired in fiscal 2025.
We expect capital expenditures to be approximately 3 percent of reported net sales in fiscal 2027. These expenditures will fund
initiatives that are expected to fuel growth, support innovative products, and continue HMM initiatives throughout the supply chain.
Cash Flows from Financing Activities
| Fiscal Year | |||
| In Millions | 2026 | 2025 | |
| Change in notes payable | $(608.2) | $667.1 | |
| Issuance of long-term debt | 2,005.8 | 2,354.9 | |
| Payment of long-term debt | (2,823.3) | (1,300.0) | |
| Repurchase of Class A limited membership interests in General Mills Cereals, LLC | — | (252.8) | |
| Proceeds from common stock issued on exercised options | 0.5 | 43.0 | |
| Purchases of common stock for treasury | (500.3) | (1,202.9) | |
| Dividends paid | (1,315.3) | (1,338.7) | |
| Distributions to noncontrolling interest holders | (2.1) | (21.6) | |
| Other, net | (72.1) | (129.1) | |
| Net cash used by financing activities | $(3,315.0) | $(1,180.1) |
Financing activities used $3,315 million of cash in fiscal 2026 compared to $1,180 million in fiscal 2025. We had $1,426 million of
net debt payments in fiscal 2026 compared to $1,722 million of net debt issuances in fiscal 2025. For more information on our debt
issuances and payments, please refer to Note 9 to the Consolidated Financial Statements in Item 8 of this report.
During fiscal 2026, we received $1 million of net proceeds from common stock issued on exercised options compared to $43 million
in fiscal 2025.
During fiscal 2026, we repurchased 10 million shares of our common stock for $500 million. During fiscal 2025, we repurchased 19
million shares of our common stock for $1,203 million.
Dividends paid in fiscal 2026 totaled $1,315 million, or $2.44 per share. Dividends paid in fiscal 2025 totaled $1,339 million, or $2.40
per share.
During fiscal 2025, we purchased the outstanding Class A limited membership interests in General Mills Cereals, LLC (GMC Class A
Interests) from the third-party holder for $253 million. For more information, please refer to Note 10 to the Consolidated Financial
Statements in Item 8 of this report.
Selected Cash Flows from Joint Ventures
Selected cash flows from our joint ventures are set forth in the following table:
| Fiscal Year | |||
| (Outflow) Inflow, in Millions | 2026 | 2025 | |
| Investments in affiliates, net | $(31.8) | $13.3 | |
| Dividends received | 39.0 | 44.6 |
The following table details the credit facilities and lines of credit we had available as of May 31, 2026:
| In Millions | Borrowing Capacity | Borrowed Amount | |
| Committed credit facility expiring October 2029 | $2,700.0 | $— | |
| Uncommitted credit facilities and lines of credit | 774.5 | 8.4 | |
| Total | $3,474.5 | $8.4 |
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 and our credit facilities contain restrictive covenants. We are in compliance with all of these
covenants.
We have $1,054 million of long-term debt maturing in the next 12 months that is classified as current, including €500 million of
floating-rate senior notes due October 22, 2026 and €400.0 million of 1.5 percent fixed-rate senior notes due April 27, 2027. 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.
As of May 31, 2026, our total debt, including the impact of derivative instruments designated as hedges, was 83 percent in fixed-rate
and 17 percent in floating-rate instruments, compared to 74 percent in fixed-rate and 26 percent in floating-rate instruments on
May 25, 2025.
CRITICAL ACCOUNTING ESTIMATES
For a complete description of our significant accounting policies, refer to Note 2 to the Consolidated Financial Statements in Item 8 of
this report. Our critical accounting estimates are those that have a 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.
Revenue Recognition
Our revenues are reported net of variable consideration and consideration payable to our customers, including trade promotion,
consumer coupon redemption, and other reductions to the transaction price, including estimated allowances for returns, unsalable
product, and prompt pay discounts. Trade promotions are recorded using significant judgment of estimated participation and
performance levels for offered programs at the time of sale. Differences between the estimated and actual reduction to the transaction
price are recognized as a change in estimate in a subsequent period. Our accrued trade and coupon promotion liabilities were $493
million as of May 31, 2026, and $470 million as of May 25, 2025. Because these amounts are significant, if our estimates are
inaccurate we would have to make adjustments in subsequent periods that could have a significant effect on our results of operations.
Valuation of Long-Lived Assets
We estimate the useful lives of long-lived assets and make estimates concerning undiscounted cash flows to review for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable.
Fair value is measured using discounted cash flows or independent appraisals, as appropriate.
Intangible Assets
Goodwill and other indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually and
whenever events or changes in circumstances indicate that impairment may have occurred. Our estimates of fair value for goodwill
impairment testing are determined based on a discounted cash flow model. We use inputs from our long-range planning process to
determine growth rates for sales and profits. We also make estimates of discount rates, perpetuity growth assumptions, market
comparables, and other factors. Additionally, we are required to reconcile the aggregate fair value of our reporting units, adjusted for
debt and other corporate-level items, to our total market capitalization plus a reasonable control premium as of the test date to assess
the discount rates and certain other assumptions utilized in our tests in determining the reasonableness of the fair values of our
intangible assets.
We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-lived. Reaching a
determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand,
competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results
in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance
expenditures, and the expected lives of other related groups of assets. Intangible assets that are deemed to have finite lives are
amortized on a straight-line basis over their useful lives, generally ranging from 4 to 30 years. Our estimate of the fair value of our
brand assets is based on a discounted cash flow model using inputs which include projected revenues from our long-range plan,
assumed royalty rates that could be payable if we did not own the brands, and a discount rate.
As of May 31, 2026, we had $21 billion of goodwill and indefinite-lived intangible assets. While we currently believe that the fair
value of each intangible exceeds its carrying value, and that those intangibles will contribute indefinitely to our cash flows, materially
different assumptions regarding future performance of our businesses or a different discount rate could result in material impairment
losses and amortization expense. We performed our fiscal 2026 assessment of our intangible assets as of the first day of the second
quarter of fiscal 2026. As a result of lower future sales and profitability projections for the business supporting our Uncle Toby’s brand
intangible asset, we determined that the fair value of the brand intangible asset no longer exceeded its carrying value and recorded a
$53 million non-cash impairment charge.
In addition, we identified a triggering event due to a sustained decline in market capitalization and stock price in the fourth quarter of
fiscal 2026 reflecting heightened macroeconomic uncertainty and lower market multiples in our industry, which caused a related
increase in our discount rates and required an interim impairment assessment. We performed the interim impairment assessment of our
goodwill and other intangible assets as of May 31, 2026, and determined that the fair values of our North America Pet reporting unit
and our Nudges and True Chews brand intangible assets no longer exceeded the carrying values of the respective assets, primarily
driven by an increase in the discount rates. As a result, we recorded $1,750 million of non-cash impairment charges, of which $1,500
million related to the North America Pet reporting unit goodwill and $250 million related to the brand intangible assets, all of which
are included within our North America Pet segment. The $1,500 million goodwill impairment charge is not deductible for tax
purposes.
We recorded impairment charges in restructuring, transformation, impairment, and other exit costs in our Consolidated Statements of
(Loss) Earnings. Our estimates of the fair values were determined based on a discounted cash flow model using inputs which included
our long-range cash flow projections for the businesses, royalty rates, discount rates, and tax rates. These fair values are Level 3 assets
in the fair value hierarchy.
In addition, while having significant coverage as of our May 31, 2026, assessment date, the Blue Buffalo brand intangible asset had
risk of decreasing coverage due to the increase in our discount rates. The Progresso brand intangible asset also had risk of decreasing
coverage. We will continue to monitor applicable businesses for potential impairment. All other reporting unit and intangible asset fair
values were substantially in excess of the carrying values.
Income Taxes
We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we recognize
the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes in
judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the period of such change. For
more information on income taxes, refer to Note 15 to the Consolidated Financial Statements in Item 8 of this report.
Defined Benefit Pension, Other Postretirement Benefit, and Postemployment Benefit Plans
We have defined benefit pension plans covering many employees in the United States, Canada, Switzerland, and the United Kingdom.
We also sponsor plans that provide health care benefits to many of our retirees in the United States, Canada, and Brazil. Under certain
circumstances, we also provide accruable benefits, primarily severance and gratuity, to former and inactive employees in the United
States, Canada, Mexico, and other foreign jurisdictions. Refer to Note 14 to the Consolidated Financial Statements in Item 8 of this
report for a description of our defined benefit pension, other postretirement benefit, and postemployment benefit plans.
We recognize benefits provided during retirement or following employment over the plan participants’ active working lives.
Accordingly, we make various assumptions to predict and measure costs and obligations many years prior to the settlement of our
obligations. Assumptions that require significant management judgment and have a material impact on the measurement of our net
periodic benefit expense or income and accumulated benefit obligations include the long-term rates of return on plan assets, the
interest rates used to discount the obligations for our benefit plans, and health care cost trend rates.
Expected Rate of Return on Plan Assets
Our expected rate of return on plan assets is determined by our asset allocation, our historical long-term investment performance, our
estimate of future long-term returns by asset class (using input from our actuaries, investment services, and investment managers), and
long-term inflation assumptions. We review this assumption annually for each plan; however, our annual investment performance for
one particular year does not, by itself, significantly influence our evaluation.
Our historical investment returns (compound annual growth rates) for our United States defined benefit pension and other
postretirement benefit plan assets were 8.0 percent in the 1-year period ended May 31, 2026, and returns of (0.4) percent, 5.0 percent,
5.9 percent, and 5.8 percent for the 5, 10, 15, and 20-year periods ended May 31, 2026.
On a weighted-average basis, the expected rate of return for all defined benefit plans and other postretirement plans was 7.52 percent
and 7.35 percent for fiscal 2026, 7.63 percent and 7.79 percent for fiscal 2025, and 7.13 percent and 7.34 percent for fiscal 2024. For
fiscal 2027, we decreased our weighted-average expected rate of return on plan assets due to an increase in bond asset allocation
policy for our principal defined benefit pension and other postretirement plans in the United States to 7.40 percent and 7.10 percent,
respectively.
Lowering the expected long-term rate of return on assets by 100 basis points would increase our net pension and postretirement
expense by $57 million for fiscal 2027. A market-related valuation basis is used to reduce year-to-year expense volatility. The market-
related valuation recognizes certain investment gains or losses over a five-year period from the year in which they occur. Investment
gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and
the actual return based on the market-related value of assets. Our outside actuaries perform these calculations as part of our
determination of annual expense or income.
Discount Rates
We estimate the service and interest cost components of the net periodic benefit expense for our United States and most of our
international defined benefit pension, other postretirement benefit, and postemployment benefit plans utilizing a full yield curve
approach by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected
cash flows. Our discount rate assumptions are determined annually as of May 31 for our defined benefit pension, other postretirement
benefit, and postemployment benefit plan obligations. We work with our outside actuaries to determine the timing and amount of
expected future cash outflows to plan participants and, using the Aa Above Median corporate bond yield, to develop a forward interest
rate curve, including a margin to that index based on our credit risk. This forward interest rate curve is applied to our expected future
cash outflows to determine our discount rate assumptions.
Our weighted-average discount rates were as follows:
| Defined Benefit Pension Plans | Other Postretirement Benefit Plans | Postemployment Benefit Plans | |||
| Effective rate for fiscal 2027 service costs | 5.97% | 5.86% | 5.39% | ||
| Effective rate for fiscal 2027 interest costs | 5.25% | 5.08% | 4.86% | ||
| Obligations as of May 31, 2026 | 5.72% | 5.54% | 4.97% | ||
| Effective rate for fiscal 2026 service costs | 6.02% | 6.11% | 5.42% | ||
| Effective rate for fiscal 2026 interest costs | 5.32% | 5.34% | 4.91% | ||
| Obligations as of May 31, 2025 | 5.79% | 5.67% | 5.04% | ||
| Effective rate for fiscal 2025 service costs | 5.58% | 5.48% | 5.37% | ||
| Effective rate for fiscal 2025 interest costs | 5.40% | 5.28% | 5.05% |
Lowering the discount rates by 100 basis points would increase our net defined benefit pension, other postretirement benefit, and
postemployment benefit plan expense for fiscal 2027 by approximately $26 million. All obligation-related experience gains and losses
are amortized using a straight-line method over the average remaining service period of active plan participants or over the average
remaining lifetime of the remaining plan participants if the plan is viewed as “all or almost all” inactive participants.
Health Care Cost Trend Rates
We review our health care cost trend rates annually. Our review is based on data we collect about our health care claims experience
and information provided by our actuaries. This information includes recent plan experience, plan design, overall industry experience
and projections, and assumptions used by other similar organizations. Our initial health care cost trend rate is adjusted as necessary to
remain consistent with this review, recent experiences, and short-term expectations. Our initial health care cost trend rate assumption
is 7.7 percent for retirees age 65 and over and 7.7 percent for retirees under age 65 at the end of fiscal 2026. Rates are graded down
annually until the ultimate trend rate of 4.5 percent is reached in 2034 for all retirees. The trend rates are applicable for calculations
only if the retirees’ benefits increase as a result of health care inflation. The ultimate trend rate is adjusted annually, as necessary, to
approximate the current economic view on the rate of long-term inflation plus an appropriate health care cost premium. Assumed trend
rates for health care costs have an important effect on the amounts reported for the other postretirement benefit plans.
Any arising health care claims cost-related experience gain or loss is recognized in the calculation of expected future claims. Once
recognized, experience gains and losses are amortized using a straight-line method over the average remaining service period of active
plan participants or over the average remaining lifetime of the remaining plan participants if the plan is viewed as “all or almost all”
inactive participants.
Financial Statement Impact
In fiscal 2026, we recorded an immaterial amount of net defined benefit pension, other postretirement benefit, and postemployment
benefit plan income, compared to $9 million of expense in fiscal 2025 and $11 million of income in fiscal 2024. As of May 31, 2026,
we had cumulative unrecognized actuarial net losses of $2 billion on our defined benefit pension plans and cumulative unrecognized
actuarial net gains of $213 million on our postretirement and postemployment benefit plans. These net unrecognized actuarial losses
will result in increases in our future net pension and postretirement benefit expenses because they currently exceed the corridors
defined by GAAP.
Actual future net defined benefit pension, other postretirement benefit, and postemployment benefit plan income or expense will
depend on investment performance, changes in future discount rates, changes in health care cost trend rates, and other factors related
to the populations participating in these plans.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-06,
amending the accounting for costs related to internal-use software. The ASU removes reference to software development project
stages. Additionally, the ASU requires capitalization of software costs to begin when management has authorized and committed to
funding the software and it is probable that the project will be completed and the software will be used to perform the function
intended. The requirements of the new standard are effective for annual periods beginning after December 15, 2027, and interim
periods within those annual periods, which for us is the first quarter of fiscal 2029. Early adoption is permitted and the amendments
may be applied on a prospective, retrospective, or modified basis. We are in the process of analyzing the impact on our results of
operations and financial position.
In November 2024, the FASB issued 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 fiscal 2028 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.
NON-GAAP MEASURES
We have included in this report measures of financial performance that are not defined by GAAP. We believe that these measures
provide useful information to investors and include these measures in other communications to investors.
For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the non-GAAP
measure and the most directly comparable GAAP measure, an explanation of why we believe the non-GAAP measure provides useful
information to investors, and any additional material purposes for which our management or Board of Directors uses the non-GAAP
measure. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.
Significant Items Impacting Comparability
Several measures below are presented on an adjusted basis. The adjustments are either items resulting from infrequently occurring
events or items that, in management’s judgment, significantly affect the year-to-year assessment of operating results.
The following are descriptions of significant items impacting comparability of our results.
Goodwill and other intangible assets impairments
Non-cash goodwill and other intangible assets impairment charges related to our North America Pet reporting unit goodwill and our
Nudges, Uncle Toby’s, and True Chews brand intangible assets in fiscal 2026. Please refer to Note 6 to the Consolidated Financial
Statements in Item 8 of this report.
Divestitures gain, net
Net divestitures gain primarily related to the sale of our United States yogurt business in fiscal 2026 and Canada yogurt business in
fiscal 2025. Please refer to Note 3 to the Consolidated Financial Statements in Item 8 of this report.
Valuation loss on held for sale business
Non-cash valuation loss related to the planned divestiture of our Brazil business recorded in fiscal 2026. Please refer to Note 3 to the
Consolidated Financial Statements in Item 8 of this report.
CPW asset impairments and losses
CPW non-cash goodwill impairment charge related to the Australian market, and other asset impairment charges and losses related to
the sale of certain assets recorded in fiscal 2026. CPW impairment charges related to certain long-lived assets recorded in fiscal 2025.
Restructuring and transformation charges
Restructuring and transformation charges related to supply chain actions and previously announced actions recorded in fiscal 2026.
Restructuring and transformation charges related to global transformation actions and previously announced restructuring actions
recorded in fiscal 2025. Please refer to Note 4 to the Consolidated Financial Statements in Item 8 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 8 to the
Consolidated Financial Statements in Item 8 of this report.
Transaction costs
Fiscal 2026 transaction costs primarily related to the sale of our United States yogurt business and the definitive agreement to sell our
Brazil business. Fiscal 2025 transaction costs related to the sale of our North American yogurt businesses and the Whitebridge Pet
Brands acquisition . Please refer to Note 3 to the Consolidated Financial Statements in Item 8 of this report.
Acquisition integration costs
Integration costs related to the Whitebridge Pet Brands acquisition in fiscal 2025 and the acquisition of a pet food business in Europe
in fiscal 2024 recorded in fiscal 2026 and fiscal 2025. Please refer to Note 3 to the Consolidated Financial Statements in Item 8 of this
report.
Investment activity, net
Valuation adjustments of certain corporate investments in fiscal 2026 and fiscal 2025.
Capital appreciation paid on GMC Class A Interests
Capital account appreciation attributable and paid to the third-party holder of GMC Class A Interests in fiscal 2025. Please refer to
Note 10 to the Consolidated Financial Statements in Item 8 of this report.
Project-related costs
Restructuring initiative project-related costs related to previously announced restructuring actions 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, as
well as acquisitions, divestitures, and a 53rd week, when applicable, have on year-to-year comparability. A reconciliation of these
measures to reported net sales growth rates, the relevant GAAP measures, are included in our Consolidated Results of Operations and
Results of Segment Operations discussions in the MD&A above.
Adjusted Operating Profit 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:
| Fiscal Year | |||||
| In Millions | 2026 | 2025 | Change | ||
| Operating profit as reported | $885.8 | $3,304.8 | (73)% | ||
| Goodwill and other intangible assets impairments | 1,802.9 | — | |||
| Divestitures gain, net | (1,049.4) | (95.9) | |||
| Valuation loss on held for sale business | 1,031.8 | — | |||
| Restructuring and transformation charges | 155.5 | 87.5 | |||
| Mark-to-market effects | (48.4) | (15.7) | |||
| Transaction costs | 31.3 | 49.1 | |||
| Acquisition integration costs | 9.5 | 13.9 | |||
| Investment activity, net | (7.6) | 8.3 | |||
| Project-related costs | — | 0.5 | |||
| Adjusted operating profit | $2,811.5 | $3,352.6 | (16)% | ||
| Foreign currency exchange impact | Flat | ||||
| Adjusted operating profit growth, on a constant-currency basis | (16)% |
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 rate follows:
| Fiscal Year | |||||
| Per Share Data | 2026 | 2025 | Change | ||
| Diluted (loss) earnings per share, as reported | $(0.16) | $4.10 | (104)% | ||
| Goodwill and other intangible assets impairments | 3.22 | — | |||
| Valuation loss on held for sale business | 1.45 | — | |||
| Divestitures gain, net | (1.43) | (0.15) | |||
| CPW asset impairments and losses | 0.28 | 0.04 | |||
| Restructuring and transformation charges | 0.22 | 0.12 | |||
| Mark-to-market effects | (0.07) | (0.02) | |||
| Transaction costs | 0.04 | 0.07 | |||
| Acquisition integration costs | 0.01 | 0.02 | |||
| Investment activity, net | (0.01) | 0.01 | |||
| Capital appreciation paid on GMC Class A Interests | — | 0.02 | |||
| Adjusted diluted earnings per share (a) | $3.55 | $4.21 | (16)% | ||
| Foreign currency exchange impact | Flat | ||||
| Adjusted diluted earnings per share growth, on a constant-currency basis | (16)% |
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
(a)During fiscal 2026, we reported a net loss attributable to General Mills. Inclusion of dilutive shares would result in a lower loss per share and
was therefore excluded from the calculation of diluted EPS. The inclusion of dilutive shares does not have a significant impact on adjusted
diluted EPS and the reconciling items.
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.
Free Cash Flow Conversion Rate
We believe this measure provides useful information to investors because it is important for assessing our efficiency in converting
earnings to cash and returning cash to shareholders. The calculation of free cash flow conversion rate and net cash provided by
operating activities conversion rate, its equivalent GAAP measure, follows:
| In Millions | Fiscal 2026 |
| Net loss, including earnings attributable to noncontrolling interests, as reported | $(85.3) |
| Goodwill and other intangible assets impairments, net of tax | 1,732.5 |
| Valuation loss on held for sale business, net of tax | 780.8 |
| Divestitures gain, net, net of tax | (772.8) |
| CPW asset impairments and losses | 148.8 |
| Restructuring and transformation charges, net of tax | 119.7 |
| Mark-to-market effects, net of tax | (37.3) |
| Transaction costs, net of tax | 24.1 |
| Acquisition integration costs, net of tax | 7.3 |
| Investment activity, net, net of tax | (5.8) |
| Adjusted net earnings, including earnings attributable to noncontrolling interests | $1,912.0 |
| Net cash provided by operating activities | 2,166.2 |
| Purchases of land, buildings, and equipment | (539.9) |
| Free cash flow | $1,626.3 |
| Net cash provided by operating activities conversion rate | NM |
| Free cash flow conversion rate | 85% |
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax impact of
each item affecting comparability.
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 year-to-year basis.
Our adjusted operating profit margins are calculated as follows:
| Fiscal Year | |||||||
| Percent of Net Sales | 2026 | 2025 | |||||
| Operating profit as reported | $885.8 | 4.8% | $3,304.8 | 17.0% | |||
| Goodwill and other intangible assets impairments | 1,802.9 | 9.8% | — | —% | |||
| Divestitures gain, net | (1,049.4) | (5.7)% | (95.9) | (0.5)% | |||
| Valuation loss on held for sale business | 1,031.8 | 5.6% | — | —% | |||
| Restructuring and transformation charges | 155.5 | 0.8% | 87.5 | 0.4% | |||
| Mark-to-market effects | (48.4) | (0.3)% | (15.7) | (0.1)% | |||
| Transaction costs | 31.3 | 0.2% | 49.1 | 0.3% | |||
| Acquisition integration costs | 9.5 | 0.1% | 13.9 | 0.1% | |||
| Investment activity, net | (7.6) | —% | 8.3 | —% | |||
| Project-related costs | — | —% | 0.5 | —% | |||
| Adjusted operating profit | $2,811.5 | 15.3% | $3,352.6 | 17.2% |
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
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:
| Fiscal Year Ended | |||||||
| 2026 | 2025 | ||||||
| In Millions (Except Per Share Data) | Pretax Earnings (a) | Income Taxes | Pretax Earnings (a) | Income Taxes | |||
| As reported | $405.5 | $414.3 | $2,835.0 | $573.7 | |||
| Goodwill and other intangible assets impairments | 1,802.9 | 70.4 | — | — | |||
| Divestitures gain, net | (1,049.4) | (276.6) | (95.9) | (11.1) | |||
| Valuation loss on held for sale business | 1,031.8 | 251.0 | — | — | |||
| Restructuring and transformation charges | 155.5 | 35.9 | 87.5 | 20.2 | |||
| Mark-to-market effects | (48.4) | (11.1) | (15.7) | (3.6) | |||
| Transaction costs | 31.3 | 7.2 | 49.1 | 11.3 | |||
| Acquisition integration costs | 9.5 | 2.2 | 13.9 | 2.0 | |||
| Investment activity, net | (7.6) | (1.7) | 8.3 | 1.9 | |||
| Project-related costs | — | — | 0.5 | 0.2 | |||
| As adjusted | $2,331.2 | $491.4 | $2,882.7 | $594.6 | |||
| Effective tax rate: | |||||||
| As reported | 102.2% | 20.2% | |||||
| As adjusted | 21.1% | 20.6% | |||||
| Sum of adjustments to income taxes | $77.3 | $20.9 | |||||
| Average number of common shares - diluted EPS (b) | 538.5 | 557.5 | |||||
| Impact of income tax adjustments on adjusted diluted EPS | $(0.14) | $(0.04) |
Note: Table may not foot due to rounding.
(a)Earnings before income taxes and after-tax (loss) earnings from joint ventures.
(b)During fiscal 2026, we reported a net loss attributable to General Mills. Inclusion of dilutive shares would result in a lower loss per share and
was therefore excluded from the calculation of diluted EPS. The inclusion of dilutive shares does not have a significant impact on adjusted
diluted EPS and the reconciling items.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
Constant-currency After-Tax (Loss) Earnings from Joint Ventures Growth Rate
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 rate on a constant-currency basis are calculated as follows:
| Fiscal 2026 | ||
| Percentage change in after-tax (loss) earnings from joint ventures as reported | (233) | % |
| Impact of foreign currency exchange | (2) | pts |
| Percentage change in after-tax (loss) earnings from joint ventures on a constant-currency basis | (231) | % |
| 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.
Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:
| Fiscal 2026 | |||||
| Percentage Change in Operating Profit as Reported | Impact of Foreign Currency Exchange | Percentage Change in Operating Profit on Constant-Currency Basis | |||
| North America Retail | (20)% | Flat | (20)% | ||
| International | 96% | 5 pts | 90% | ||
| North America Pet | Flat | Flat | Flat | ||
| North America Foodservice | (6)% | Flat | (6)% | ||
| Note: Table may not foot due to rounding. |
Forward-Looking Financial Measures
Our fiscal 2027 outlook for organic net sales growth, constant-currency adjusted operating profit and adjusted diluted EPS, and free
cash flow conversion are non-GAAP financial measures that exclude, or have otherwise been adjusted for, items impacting
comparability, including the effect of foreign currency exchange rate fluctuations, restructuring and transformation charges,
transaction and acquisition integration costs, acquisitions, divestitures, mark-to-market effects, and a 53rd week from the prior year.
We are not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking
GAAP financial measures without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the
actual impact of changes in foreign currency exchange rates and commodity prices or the timing or impact of acquisitions,
divestitures, and restructuring and transformation actions throughout fiscal 2027. The unavailable information could have a significant
impact on our fiscal 2027 GAAP financial results.
For fiscal 2027, we currently expect: the net impact from foreign currency exchange rates (based on a blend of forward and forecasted
rates and hedge positions), divestitures completed prior to fiscal 2027 and those expected to close in fiscal 2027, and a 53rd week from
the prior year to decrease net sales growth by approximately 2 percent; foreign currency exchange rates to have an immaterial impact
on adjusted operating profit and adjusted diluted EPS growth; and restructuring and transformation charges and transaction and
acquisition integration costs related to actions previously announced to total approximately $80 million to $85 million.
ITEM 7A - Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk stemming from changes in interest and foreign exchange rates and commodity and equity prices.
Changes in these factors could cause fluctuations in our earnings and cash flows. In the normal course of business, we actively manage
our exposure to these market risks by entering into various hedging transactions, authorized under established policies that place
controls on these activities. The counterparties in these transactions are generally highly rated institutions. We establish credit limits
for each counterparty. Our hedging transactions include but are not limited to a variety of derivative financial instruments. For
information on interest rate, foreign exchange, commodity price, and equity instrument risk, please refer to Note 8 to the Consolidated
Financial Statements in Item 8 of this report.
VALUE AT RISK
The estimates in the table below are intended to measure the maximum potential fair value we could lose in one day from adverse
changes in market interest rates, foreign exchange rates, commodity prices, and equity prices under normal market conditions. A
Monte Carlo value-at-risk (VAR) methodology was used to quantify the market risk for our exposures. The models assumed normal
market conditions and used a 95 percent confidence level.
The VAR calculation used historical interest and foreign exchange rates, and commodity and equity prices from the past year to
estimate the potential volatility and correlation of these rates in the future. The market data were drawn from the RiskMetrics™ data
set. The calculations are not intended to represent actual losses in fair value that we expect to incur. Further, since the hedging
instrument (the derivative) inversely correlates with the underlying exposure, we would expect that any loss or gain in the fair value of
our derivatives would be generally offset by an increase or decrease in the fair value of the underlying exposure. The positions
included in the calculations were: debt; investments; interest rate swaps; foreign exchange forwards; commodity swaps, futures, and
options; and equity instruments. The calculations do not include the underlying foreign exchange and commodities or equity-related
positions that are offset by these market-risk-sensitive instruments.
The table below presents the estimated maximum potential VAR arising from a one-day loss in fair value for our interest rate, foreign
currency, commodity, and equity market-risk-sensitive instruments outstanding as of May 31, 2026.
| In Millions | May 31, 2026 | Average During Fiscal 2026 | May 25, 2025 | Analysis of Change | |||
| Interest rate instruments | $37 | $37 | $46 | Decrease in portfolio basis | |||
| Foreign currency instruments | 46 | 48 | 51 | Decrease in rate volatility | |||
| Commodity instruments | 4 | 3 | 3 | Immaterial | |||
| Equity instruments | 2 | 3 | 3 | Immaterial |
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 SEC and in our reports to shareholders.
The words or phrases “will likely result,” “are expected to,” “may 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 wish to 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, 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, transformation, 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 this report, 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.
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