Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

REPORT OF MANAGEMENT RESPONSIBILITIES

The management of General Mills, Inc. is responsible for the fairness and accuracy of the consolidated financial statements. The

statements have been prepared in accordance with accounting principles that are generally accepted in the United States, using

management’s best estimates and judgments where appropriate. The financial information throughout this Annual Report on Form 10-

K is consistent with our consolidated financial statements.

Management has established a system of internal controls that provides reasonable assurance that assets are adequately safeguarded

and transactions are recorded accurately in all material respects, in accordance with management’s authorization. We maintain a

strong audit program that independently evaluates the adequacy and effectiveness of internal controls. Our internal controls provide

for appropriate separation of duties and responsibilities, and there are documented policies regarding use of our assets and proper

financial reporting. These formally stated and regularly communicated policies demand highly ethical conduct from all employees.

The Audit Committee of the Board of Directors meets regularly with management, internal auditors, and our independent registered

public accounting firm to review internal control, auditing, and financial reporting matters. The independent registered public

accounting firm, internal auditors, and employees have full and free access to the Audit Committee at any time.

The Audit Committee reviewed and approved the Company’s annual financial statements. The Audit Committee recommended, and

the Board of Directors approved, that the consolidated financial statements be included in the Annual Report. The Audit Committee

also appointed KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2027.

/s/ J. L. Harmening/s/ K. A. Bruce
J. L. HarmeningK. A. Bruce
Chief Executive OfficerChief Financial Officer

July 1, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

General Mills, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of General Mills, Inc. and subsidiaries (the Company) as of May 31,

2026, and May 25, 2025, the related consolidated statements of (loss) earnings, comprehensive (loss) income, total equity, and cash

flows for each of the fiscal years in the three-year period ended May 31, 2026, and the related notes and financial statement schedule

II (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting

as of May 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of

the Company as of May 31, 2026, and May 25, 2025, and the results of its operations and its cash flows for each of the fiscal years in

the three-year period ended May 31, 2026, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the

Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2026, based on criteria

established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over

financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the

accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the

Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our

audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to

error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the

consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting

included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included

performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable

basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect

on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements

that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The

communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a

whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or

on the accounts or disclosures to which it relates.

Valuation of goodwill and brand intangible assets

As discussed in Note 6 to the consolidated financial statements, the goodwill and brand intangible asset balances as of

May 31, 2026, were $14,122.4 million and $6,472.2 million, respectively. The impairment tests for these assets, which are

performed annually and whenever events or changes in circumstances indicate that impairment may have occurred, require

the Company to estimate the fair value of the reporting units to which goodwill is assigned as well as the brand intangible

assets. During the annual impairment assessment, the Company recognized a non-cash impairment loss of $52.9 million

related to its Uncle Toby’s brand intangible asset. Additionally, the Company identified a triggering event due to a sustained

decline in market capitalization and stock price in the fourth quarter of fiscal 2026, which required an interim impairment

assessment. As a result of this assessment, the Company recognized a non-cash goodwill impairment loss of $1.5 billion

related to the North America Pet reporting unit and a $250.0 million impairment loss related to its Nudges and True Chews

brand intangible assets.The fair value estimates are derived from discounted cash flow analyses that require the Company to

make judgments about highly subjective matters, including future operating results, revenue growth rates and operating

margins, and an estimate of the discount rates and royalty rates.

We identified the assessments of the valuation of certain goodwill and brand intangible assets as a critical audit matter. There

was a significant degree of judgment required in evaluating audit evidence, which consists primarily of forward-looking

assumptions about future operating results, specifically the revenue growth rates and operating margins, royalty rates and

subjective inputs used to estimate the discount rates.

The following are the primary procedures we performed to address this critical audit matter. During the annual and interim

impairment assessments, we evaluated the design and tested the operating effectiveness of internal controls related to the

valuation of goodwill and brand intangible assets. This included controls related to the assumptions about future operating

results and the discount and royalty rates used to measure the fair value of the reporting units and brand intangible assets. We

performed sensitivity analyses over the revenue growth rates, operating margins, brand royalty rates and discount rates to

assess the impact of other points within a range of potential assumptions. We evaluated the revenue growth rates and

operating margin assumptions by comparing them to recent financial performance and external market and industry data. We

evaluated whether these assumptions were consistent with evidence obtained in other areas of the audit. We involved

professionals with specialized skills and knowledge, who assisted in the evaluation of certain of the Company’s assumptions

including discount rates, by comparing them against rate ranges that were independently developed using publicly available

market data for comparable entities and the royalty rates, by evaluating the methods, assumptions and market data used to

estimate the royalty rates.

/s/ KPMG LLP

We have served as the Company’s auditor since 1928.

Minneapolis, Minnesota

July 1, 2026

Consolidated Statements of (Loss) Earnings

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except per Share Data)

Fiscal Year
202620252024
Net sales$18,424.6$19,486.6$19,857.2
Cost of sales12,228.912,753.612,925.1
Selling, general, and administrative expenses3,388.53,445.83,259.0
Divestitures gain, net(1,049.4)(95.9)—
Restructuring, transformation, impairment, and other exit costs2,970.878.3241.4
Operating profit885.83,304.83,431.7
Benefit plan non-service income(58.3)(54.4)(75.8)
Interest, net538.6524.2479.2
Earnings before income taxes and after-tax (loss) earnings from joint ventures405.52,835.03,028.3
Income taxes414.3573.7594.5
After-tax (loss) earnings from joint ventures(76.5)57.684.8
Net (loss) earnings, including earnings attributable to noncontrolling interests(85.3)2,318.92,518.6
Net earnings attributable to noncontrolling interests2.323.722.0
Net (loss) earnings attributable to General Mills$(87.6)$2,295.2$2,496.6
(Loss) earnings per share — basic$(0.16)$4.12$4.34
(Loss) earnings per share — diluted$(0.16)$4.10$4.31
Dividends per share$2.44$2.40$2.36

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive (Loss) Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions)

Fiscal Year
202620252024
Net (loss) earnings, including earnings attributable to noncontrolling interests$(85.3)$2,318.9$2,518.6
Other comprehensive income (loss), net of tax:
Foreign currency translation10.7(114.9)(86.6)
Net actuarial (loss) gain(45.5)17.2(187.1)
Other fair value changes:
Hedge derivatives4.7(7.4)(3.2)
Reclassification to earnings:
Foreign currency translation—33.9—
Hedge derivatives(2.1)(0.2)(2.5)
Amortization of losses and prior service costs54.946.536.7
Other comprehensive income (loss), net of tax22.7(24.9)(242.7)
Total comprehensive (loss) income(62.6)2,294.02,275.9
Comprehensive income attributable to noncontrolling interests2.324.122.1
Comprehensive (loss) income to General Mills$(64.9)$2,269.9$2,253.8

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

May 31, 2026May 25, 2025
ASSETS
Current assets:
Cash and cash equivalents$453.8$363.9
Receivables1,646.81,795.9
Inventories1,917.91,910.8
Prepaid expenses and other current assets599.8464.7
Assets held for sale—740.4
Total current assets4,618.35,275.7
Land, buildings, and equipment3,443.43,632.6
Goodwill14,122.415,622.4
Other intangible assets6,716.97,081.4
Other assets1,115.71,459.0
Total assets$30,016.7$33,071.1
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$3,729.5$4,009.5
Current portion of long-term debt1,053.61,528.4
Notes payable68.4677.0
Other current liabilities1,472.81,624.0
Liabilities held for sale449.818.4
Total current liabilities6,774.17,857.3
Long-term debt12,416.012,673.2
Deferred income taxes2,265.82,100.8
Other liabilities1,180.21,228.6
Total liabilities22,636.123,859.9
Stockholders’ equity:
Common stock, 754.6 shares issued, $0.10 par value75.575.5
Additional paid-in capital1,200.91,218.8
Retained earnings20,514.921,917.8
Common stock in treasury, at cost, shares of 220.9 and 212.2(11,900.6)(11,467.9)
Accumulated other comprehensive loss(2,522.3)(2,545.0)
Total stockholders’ equity7,368.49,199.2
Noncontrolling interests12.212.0
Total equity7,380.69,211.2
Total liabilities and equity$30,016.7$33,071.1

See accompanying notes to consolidated financial statements.

Consolidated Statements of Total Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Per Share Data)

Fiscal Year
202620252024
SharesAmountSharesAmountSharesAmount
Total equity, beginning balance$9,211.2$9,648.5$10,700.0
Common stock, 1 billion shares authorized, $0.10 par value754.675.5754.675.5754.675.5
Additional paid-in capital:
Beginning balance1,218.81,227.01,222.4
Stock compensation plans(38.3)(19.4)(11.7)
Unearned compensation related to stock unit awards(58.4)(79.6)(78.1)
Earned compensation78.890.894.4
Ending balance1,200.91,218.81,227.0
Retained earnings:
Beginning balance21,917.820,971.819,838.6
Net (loss) earnings attributable to General Mills(87.6)2,295.22,496.6
Cash dividends declared ($2.44, $2.40, and $2.36 per share)(1,315.3)(1,338.7)(1,363.4)
Capital appreciation paid to holder of Class A limited membership interests in General Mills Cereals, LLC—(10.5)—
Ending balance20,514.921,917.820,971.8
Common stock in treasury:
Beginning balance(212.2)(11,467.9)(195.5)(10,357.9)(168.0)(8,410.0)
Shares purchased, including excise tax of $4.4, $10.6, and $18.8 million(10.0)(504.7)(18.7)(1,213.5)(29.2)(2,021.2)
Stock compensation plans1.372.02.0103.51.773.3
Ending balance(220.9)(11,900.6)(212.2)(11,467.9)(195.5)(10,357.9)
Accumulated other comprehensive loss:
Beginning balance(2,545.0)(2,519.7)(2,276.9)
Comprehensive income (loss)22.7(25.3)(242.8)
Ending balance(2,522.3)(2,545.0)(2,519.7)
Noncontrolling interests:
Beginning balance12.0251.8250.4
Comprehensive income2.324.122.1
Distributions to noncontrolling interest holders(2.1)(21.6)(21.3)
Repurchase of Class A limited membership interests in General Mills Cereals, LLC—(242.3)—
Change in ownership interest——0.6
Ending balance12.212.0251.8
Total equity, ending balance$7,380.6$9,211.2$9,648.5

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions)

Fiscal Year
202620252024
Cash Flows - Operating Activities
Net (loss) earnings, including earnings attributable to noncontrolling interests$(85.3)$2,318.9$2,518.6
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization555.2539.0552.7
After-tax loss (earnings) from joint ventures76.5(57.6)(84.8)
Distributions of earnings from joint ventures39.044.650.4
Stock-based compensation79.491.795.3
Deferred income taxes203.2(120.9)(48.5)
Pension and other postretirement benefit plan contributions(31.7)(30.8)(30.1)
Pension and other postretirement benefit plan costs(23.7)(12.7)(27.0)
Divestitures gain, net(1,049.4)(95.9)—
Restructuring, transformation, impairment, and other exit costs2,897.774.3223.5
Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures(478.3)192.410.6
Other, net(16.4)(24.8)41.9
Net cash provided by operating activities2,166.22,918.23,302.6
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment(539.9)(625.3)(774.1)
Acquisitions, net of cash acquired—(1,419.3)(451.9)
Proceeds from divestitures1,830.2241.8—
Investments in affiliates, net(31.8)13.3(2.7)
Proceeds from disposal of land, buildings, and equipment4.81.10.8
Other, net(5.1)(6.5)30.5
Net cash provided (used) by investing activities1,258.2(1,794.9)(1,197.4)
Cash Flows - Financing Activities
Change in notes payable(608.2)667.1(20.5)
Issuance of long-term debt2,005.82,354.92,065.2
Payment of long-term debt(2,823.3)(1,300.0)(901.5)
Repurchase of Class A limited membership interests in General Mills Cereals, LLC—(252.8)—
Proceeds from common stock issued on exercised options0.543.025.5
Purchases of common stock for treasury(500.3)(1,202.9)(2,002.4)
Dividends paid(1,315.3)(1,338.7)(1,363.4)
Distributions to noncontrolling interest holders(2.1)(21.6)(21.3)
Other, net(72.1)(129.1)(53.9)
Net cash used by financing activities(3,315.0)(1,180.1)(2,272.3)
Effect of exchange rate changes on cash and cash equivalents18.42.7(0.4)
Increase (decrease) in cash and cash equivalents127.8(54.1)(167.5)
Cash and cash equivalents - beginning of year363.9418.0585.5
Cash and cash equivalents - end of year (includes $37.9 million of cash classified as held for sale as of May 31, 2026)$491.7$363.9$418.0
Cash flow from changes in current assets and liabilities, excluding the effects of acquisitions and divestitures:
Receivables$12.9$(79.0)$(1.8)
Inventories(82.2)(18.5)287.6
Prepaid expenses and other current assets(147.7)80.8167.0
Accounts payable(186.2)86.7(251.2)
Other current liabilities(75.1)122.4(191.0)
Changes in current assets and liabilities$(478.3)$192.4$10.6

See accompanying notes to consolidated financial statements.

Notes to Consolidated Financial Statements

GENERAL MILLS, INC. AND SUBSIDIARIES

NOTE 1. BASIS OF PRESENTATION AND RECLASSIFICATIONS

Basis of Presentation

Our Consolidated Financial Statements include the accounts of General Mills, Inc. and all subsidiaries in which we have a controlling

financial interest. Intercompany transactions and accounts are eliminated in consolidation.

Our fiscal year ends on the last Sunday in May. Fiscal year 2026 consisted of 53 weeks, while fiscal years 2025 and 2024 consisted of

52 weeks. Our India business is on an April fiscal year end. In addition, the consolidated results of certain recent acquisitions are

reported on a one-month lag. Please see Note 3 for more information.

Certain reclassifications to our previously reported financial information have been made to conform to the current period

presentation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

We consider all investments purchased with an original maturity of three months or less to be cash equivalents.

Inventories

All inventories in the United States other than grain are valued at the lower of cost, using the last-in, first-out (LIFO) method, or

market. Grain inventories are valued at net realizable value, and all related cash contracts and derivatives are valued at fair value, with

all net changes in value recorded in earnings currently.

Inventories outside of the United States are generally valued at the lower of cost, using the first-in, first-out (FIFO) method, or net

realizable value.

Shipping costs associated with the distribution of finished product to our customers are recorded as cost of sales and are recognized

when the related finished product is shipped to and accepted by the customer.

Land, Buildings, Equipment, and Depreciation

Land is recorded at historical cost. Buildings and equipment, including capitalized interest and internal engineering costs, are recorded

at cost and depreciated over estimated useful lives, primarily using the straight-line method. Ordinary maintenance and repairs are

charged to cost of sales. Buildings are usually depreciated over 40 years, and equipment, furniture, and software are usually

depreciated over 3 to 10 years. Fully depreciated assets are retained in buildings and equipment until disposal. When an item is sold or

retired, the accounts are relieved of its cost and related accumulated depreciation and the resulting gains and losses, if any, are

recognized in earnings.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an

asset (or asset group) may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash

flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have

identifiable cash flows and are largely independent of other asset groups. Measurement of an impairment loss would be based on the

excess of the carrying amount of the asset group over its fair value. Fair value is measured using a discounted cash flow model or

independent appraisals, as appropriate.

Goodwill and Other Intangible Assets

Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances

indicate that impairment may have occurred. We perform our annual goodwill and indefinite-lived intangible assets impairment test as

of the first day of the second quarter of the fiscal year. Impairment testing is performed for each of our reporting units. We compare

the carrying value of a reporting unit, including goodwill, to the fair value of the unit. Carrying value is based on the assets and

liabilities associated with the operations of that reporting unit, which often requires allocation of shared or corporate items among

reporting units. If the carrying amount of a reporting unit exceeds its fair value, impairment has occurred. We recognize an impairment

charge for the amount by which the carrying amount of the reporting unit exceeds its fair value up to the total amount of goodwill

allocated to the reporting unit. Our estimates of fair value are determined based on a discounted cash flow model. Growth rates for

sales and profits are determined using inputs from our long-range planning process. We also make estimates of discount rates,

perpetuity growth assumptions, market comparables, and other factors.

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 indefinite-lived intangible assets, mainly intangible assets primarily associated with the Blue Buffalo, Pillsbury, Totino’s, Old El

Paso, Tiki Pets, Progresso, Annie’s, Edgard & Cooper, and Häagen-Dazs brands, are also tested for impairment annually and

whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Our estimate of the fair value

of the brands is based on a discounted cash flow model using inputs which included 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.

Our finite-lived intangible assets, primarily acquired customer relationships, are reviewed for impairment whenever events or changes

in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when

estimated undiscounted future cash flows from the operation and disposition of the asset are less than the carrying amount of the asset.

Assets generally have identifiable cash flows and are largely independent of other assets. Measurement of an impairment loss would

be based on the excess of the carrying amount of the asset over its fair value. Fair value is measured using a discounted cash flow

model or other similar valuation model, as appropriate.

Leases

We determine whether an arrangement is a lease at inception. When our lease arrangements include lease and non-lease components,

we account for lease and non-lease components (e.g. common area maintenance) separately based on their relative standalone prices.

Any lease arrangements with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets, and we

recognize lease costs for these lease arrangements on a straight-line basis over the lease term. Many of our lease arrangements provide

us with options to exercise one or more renewal terms or to terminate the lease arrangement. We include these options when we are

reasonably certain to exercise them in the lease term used to establish our right of use assets and lease liabilities. Generally, our lease

agreements do not include an option to purchase the leased asset, residual value guarantees, or material restrictive covenants.

We have certain lease arrangements with variable rental payments. Our lease arrangements for our Häagen-Dazs retail shops often

include rental payments that are based on a percentage of retail sales. We have other lease arrangements that are adjusted periodically

based on an inflation index or rate. The future variability of these payments and adjustments are unknown, and therefore they are not

included as minimum lease payments used to determine our right of use assets and lease liabilities. Variable rental payments are

recognized in the period in which the obligation is incurred.

As most of our lease arrangements do not provide an implicit interest rate, we apply an incremental borrowing rate based on the

information available at the commencement date of the lease arrangement to determine the present value of lease payments.

Investments in Unconsolidated Joint Ventures

Our investments in companies over which we have the ability to exercise significant influence are stated at cost plus our share of

undistributed earnings or losses. We receive royalty income from certain joint ventures, incur various expenses (primarily research and

development), and record the tax impact of certain joint venture operations that are structured as partnerships. In addition, we make

advances to our joint ventures in the form of loans or capital investments. We also sell certain raw materials, semi-finished goods, and

finished goods to the joint ventures, generally at market prices.

In addition, we assess our investments in our joint ventures if we have reason to believe an impairment may have occurred including,

but not limited to, as a result of ongoing operating losses, projected decreases in earnings, increases in the discount rate, or significant

business disruptions. The significant assumptions used to estimate fair value include revenue growth and profitability, royalty rates,

capital spending, depreciation and taxes, foreign currency exchange rates, and a discount rate. By their nature, these projections and

assumptions are uncertain. If we were to determine the current fair value of our investment was less than the carrying value of the

investment, then we would assess if the shortfall was of a temporary or permanent nature and write down the investment to its fair

value if we concluded the impairment is other than temporary.

Revenue Recognition

Our revenues primarily result from contracts with customers, which are generally short-term and have a single performance obligation

– the delivery of product. We recognize revenue for the sale of packaged foods at the point in time when our performance obligation

has been satisfied and control of the product has transferred to our customer, which generally occurs when the shipment is accepted by

our customer. Sales include shipping and handling charges billed to the customer and 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. Sales, use, value-added,

and other excise taxes are not included in revenue. Trade promotions are recorded using significant judgment of estimated

participation and performance levels for offered programs at the time of sale. Differences between estimated and actual reductions to

the transaction price are recognized as a change in estimate in a subsequent period. We generally do not allow a right of return.

However, on a limited case-by-case basis with prior approval, we may allow customers to return product. In limited circumstances,

product returned in saleable condition is resold to other customers or outlets. Receivables from customers generally do not bear

interest. Payment terms and collection patterns vary around the world and by channel, and are short-term, and as such, we do not have

any significant financing components. Our allowance for doubtful accounts represents our estimate of expected credit losses related to

our trade receivables. We pool our trade receivables based on similar risk characteristics, such as geographic location, business

channel, and other account data. To estimate our allowance for doubtful accounts, we leverage information on historical losses, asset-

specific risk characteristics, current conditions, and reasonable and supportable forecasts of future conditions. Account balances are

written off against the allowance when we deem the amount is uncollectible. Please see Note 17 for a disaggregation of our revenue

into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

We do not have material contract assets or liabilities arising from our contracts with customers.

Environmental Costs

Environmental costs relating to existing conditions caused by past operations that do not contribute to current or future revenues are

expensed. Liabilities for anticipated remediation costs are recorded on an undiscounted basis when they are probable and reasonably

estimable, generally no later than the completion of feasibility studies or our commitment to a plan of action.

Advertising Production Costs

We expense the production costs of advertising the first time that the advertising takes place.

Research and Development

All expenditures for research and development (R&D) are charged against earnings in the period incurred. R&D includes expenditures

for new product and manufacturing process innovation, and the annual expenditures are comprised primarily of internal salaries,

wages, consulting, and supplies attributable to R&D activities. Other costs include depreciation and maintenance of research facilities,

including assets at facilities that are engaged in pilot plant activities.

Foreign Currency Translation

For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are

translated at the period-end exchange rates. Income statement accounts are translated using the average exchange rates prevailing

during the period. Translation adjustments are reflected within accumulated other comprehensive loss (AOCI) in stockholders’ equity.

Gains and losses from foreign currency transactions are included in net earnings for the period, except for gains and losses on

investments in subsidiaries for which settlement is not planned for the foreseeable future and foreign exchange gains and losses on

instruments designated as net investment hedges. These gains and losses are recorded in AOCI.

Derivative Instruments

All derivatives are recognized on our Consolidated Balance Sheets at fair value based on quoted market prices or our estimate of their

fair value, and are recorded in either current or noncurrent assets or liabilities based on their maturity. Changes in the fair values of

derivatives are recorded in net earnings or other comprehensive (loss) income (OCI), based on whether the instrument is designated

and effective as a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in

AOCI are reclassified to earnings in the period the hedged item affects earnings. If the underlying hedged transaction ceases to exist,

any associated amounts reported in AOCI are reclassified to earnings at that time. Cash flows from derivative instruments are

primarily reported in cash flows from operating activities in our Consolidated Statements of Cash Flows.

Stock-based Compensation

We generally measure compensation expense for grants of restricted stock units and performance share units using the value of a share

of our stock on the date of grant. We estimate the value of stock option grants using a Black-Scholes valuation model. Generally,

stock-based compensation is recognized straight line over the vesting period. Our stock-based compensation expense is recorded in

selling, general, and administrative (SG&A) expenses and cost of sales in our Consolidated Statements of (Loss) Earnings and

allocated to each reportable segment in our segment results.

Certain equity-based compensation plans contain provisions that accelerate vesting of awards upon retirement, termination, or death of

eligible employees and directors. We consider a stock-based award to be vested when the employee’s or director’s retention of the

award is no longer contingent on providing subsequent service. Accordingly, the related compensation cost for awards granted to

retirement-eligible individuals is recognized from the grant date over an accelerated stated vesting period.

We report the benefits of tax deductions in excess of recognized compensation cost as an operating cash flow.

Defined Benefit Pension, Other Postretirement Benefit, and Postemployment Benefit Plans

We sponsor several domestic and foreign defined benefit plans to provide pension, health care, and other welfare benefits to retired

employees. 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. We recognize an obligation for any of these benefits

that vest or accumulate with service. Postemployment benefits that do not vest or accumulate with service (such as severance based

solely on annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans are

unfunded.

We recognize the underfunded or overfunded status of a defined benefit pension plan as an asset or liability and recognize changes in

the funded status in the year in which the changes occur through AOCI.

Use of Estimates

Preparing our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States

requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets

and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

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. Actual results could differ from our estimates.

New Accounting Standards

In the fourth quarter of fiscal 2026, we adopted new requirements for enhanced disclosure related to income taxes. The new standard

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. We adopted the requirements of the new standard

using a prospective approach. The adoption of this accounting guidance did not have a material impact on our results of operations and

financial position. See Note 15 to the Consolidated Financial Statements for additional information on the impact to our related

disclosure.

In the fourth quarter of fiscal 2025, we adopted new accounting requirements related to enhanced segment disclosure requirements.

The new standard requires disclosure of significant segment expenses regularly provided to the chief operating decision maker

(CODM) included within segment operating profit or loss as well as a description of how the CODM utilizes segment operating profit

or loss to assess segment performance. We adopted the requirements of the new standard using a retrospective approach. The adoption

of this accounting guidance did not have a material impact on our results of operations and financial position. See Note 17 to the

Consolidated Financial Statements for additional information on the impact to our related disclosure.

In the first quarter of fiscal 2024, we adopted new requirements for enhanced disclosures related to supplier financing programs,

except for the rollforward requirement, which we adopted in the fourth quarter of fiscal 2025. The new standard requires disclosure of

the key terms of the program and a rollforward of the related obligation during the annual period, including the amount of obligations

confirmed and obligations subsequently paid. We have historically presented the key terms of these programs and the associated

obligation outstanding. The adoption of this guidance did not have a material impact on our results of operations and financial

position. See Note 8 to the Consolidated Financial Statements for additional information on the impact to our related disclosure.

In the first quarter of fiscal 2024, we adopted optional accounting guidance to ease the burden in accounting for reference rate reform.

The new standard provides temporary expedients and exceptions to existing accounting requirements for contract modifications and

hedge accounting related to transitioning from discontinued reference rates. This resulted in modifying contracts, where necessary, to

apply a new reference rate, primarily SOFR. The adoption of this accounting guidance did not have a material impact on our results of

operations and financial position.

NOTE 3. ACQUISITIONS AND DIVESTITURES

During the fourth quarter of fiscal 2026, we entered into a definitive agreement to sell our business in Brazil to Café Três Corações

S.A. (3corações) for a base price of R$800.0 million, subject to certain specified deductions and customary post-closing adjustments.

The sale is anticipated to close in calendar 2026, subject to regulatory approvals and other customary closing conditions. As a result,

we have classified relevant assets and liabilities (the disposal group) associated with our Brazil business as held for sale in our

Consolidated Balance Sheets as of May 31, 2026. Additionally, in the fourth quarter of fiscal 2026, we recorded a $1,031.8 million

non-cash pre-tax loss to value the disposal group at the lower of its carrying value or fair value less costs to sell based on estimated net

proceeds, which was based on Level 2 inputs in the fair value hierarchy and includes the impact of accumulated foreign currency

translation losses that will be reclassified to earnings upon sale. We recorded the loss in restructuring, transformation, impairment, and

other exit costs in our Consolidated Statements of (Loss) Earnings, which included a $753.1 million reserve against the assets held for

sale and a $264.9 million accrual of the remaining difference between the carrying amount and the estimated net proceeds within

liabilities held for sale. We will monitor changes in the estimated net proceeds that could further impact the value of the disposal

group and the expected loss on sale.

The components of assets held for sale and liabilities held for sale are as follows:

In MillionsMay 31, 2026
Cash and cash equivalents$37.9
Receivables157.4
Inventories59.3
Prepaid expenses and other current assets15.6
Land, buildings, and equipment134.9
Other intangible assets57.2
Deferred income taxes253.1
Other assets37.7
Gross assets held for sale$753.1
Reserve for assets held for sale(753.1)
Assets held for sale$—
Accounts payable$110.6
Other current liabilities53.8
Other liabilities20.5
Gross liabilities held for sale184.9
Loss in excess of assets held for sale264.9
Liabilities held for sale$449.8

During the first quarter of fiscal 2026, we completed the sale of our United States yogurt business to Groupe Lactalis S.A. and

recorded a pre-tax gain of $1,046.5 million.

During the third quarter of fiscal 2025, we completed the sale of our Canada yogurt business to Sodiaal International and recorded a

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

increase to the pre-tax gain.

During the third quarter of fiscal 2025, we acquired NX Pet Holding, Inc., representing Whitebridge Pet Brands’ North American

premium cat feeding and pet treating business, for a purchase price of $1.4 billion (Whitebridge Pet Brands acquisition). We financed

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

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

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

for tax purposes. The pro forma effects of this acquisition were not material. The consolidated results are reported in our North

America Pet operating segment on a one-month lag. In fiscal 2026, we recorded a $31.9 million decrease to goodwill, primarily related

to adjustments to certain purchase accounting liabilities upon finalization of income tax returns recorded in the second quarter of fiscal

During the fourth quarter of fiscal 2024, we acquired a pet food business in Europe, for a purchase price of $434.1 million, net of cash

acquired. During the first quarter of fiscal 2025, we paid $7.7 million related to a purchase price holdback after closing conditions

were met. We financed the transaction with cash on hand. We consolidated the business into our Consolidated Balance Sheets and

recorded goodwill of $317.5 million, an indefinite-lived brand intangible asset of $118.4 million and a finite-lived customer

relationship asset of $14.2 million. The goodwill is included in the International segment and is not deductible for tax purposes. The

pro forma effects of this acquisition were not material. The consolidated results are reported in our International operating segment on

a one-month lag.

NOTE 4. RESTRUCTURING, TRANSFORMATION, IMPAIRMENT, AND OTHER EXIT COSTS

GOODWILL AND OTHER INTANGIBLE ASSET IMPAIRMENTS

In fiscal 2026, we recorded a $1,500.0 million non-cash goodwill impairment charge related to our North America Pet reporting unit

and $302.9 million of non-cash impairment charges related to our Nudges, Uncle Toby’s, and True Chews brand intangible assets. In

fiscal 2024, we recorded a $117.1 million non-cash goodwill impairment charge related to our Latin America reporting unit and

$103.1 million of non-cash impairment charges related to our Top Chews, True Chews, and EPIC brand intangible assets. Please see

Note 6 for additional information.

VALUATION LOSS ON HELD FOR SALE BUSINESS

In fiscal 2026, we recorded a $1,031.8 million non-cash pre-tax valuation loss related to the planned divestiture of our Brazil business.

Please see Note 3 for additional information.

RESTRUCTURING AND TRANSFORMATION INITIATIVES

We view our restructuring and transformation activities as actions that help us meet our long-term growth targets and are evaluated

against internal rate of return and net present value targets. Each project normally takes one to two years to complete. At completion

(or as each major stage is completed in the case of multi-year programs), the project begins to deliver cash savings and/or reduced

depreciation. These activities result in various restructuring and transformation costs, including asset write-offs, exit charges including

severance, contract termination fees, and decommissioning and other costs. Accelerated depreciation associated with restructured

assets, as used in the context of our disclosures regarding restructuring activity, refers to the increase in depreciation expense caused

by shortening the useful life or updating the salvage value of depreciable fixed assets to coincide with the end of production under an

approved restructuring plan. Any impairment of the asset is recognized immediately in the period the plan is approved.

Restructuring and transformation charges recorded in fiscal 2026 were as follows:

In Millions
Supply chain actions$95.4
Charges associated with restructuring and transformation actions previously announced60.1
Total restructuring and transformation charges$155.5

In fiscal 2026, we approved a multi-year organizational initiative to increase the competitiveness of our supply chain. We expect to

incur approximately $101 million of restructuring charges related to these actions, of which approximately $33 million will be cash.

These charges are expected to consist of approximately $66 million of net asset write-offs and $35 million of other costs, including

severance. We recognized $71.0 million of asset write-offs and $24.4 million of other costs in fiscal 2026. We expect these actions to

be completed by the end of fiscal 2029.

Certain actions are subject to union negotiations and works council consultations, where required.

We paid net $92.5 million of cash related to restructuring actions in fiscal 2026. We paid net $13.2 million of cash in fiscal 2025.

Restructuring and transformation charges recorded in fiscal 2025 were as follows:

In Millions
Global transformation initiative$70.1
Charges associated with restructuring actions previously announced17.4
Total restructuring and transformation charges$87.5

Restructuring charges recorded in fiscal 2024 were as follows:

In Millions
Commercial strategy actions$18.6
Charges associated with restructuring actions previously announced20.2
Total restructuring charges$38.8

Restructuring, transformation and impairment charges are classified in our Consolidated Statements of (Loss) Earnings as follows:

Fiscal Year
In Millions202620252024
Restructuring, transformation, impairment, and other exit costs$2,970.8$78.3$241.4
Cost of sales19.49.217.6
Total restructuring, transformation, and impairment charges$2,990.2$87.5$259.0

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

In MillionsSeveranceOther Exit CostsTotal
Reserve balance as of May 28, 2023$47.6$0.1$47.7
Reserve 2024 charges, including foreign currency translation—0.10.1
Utilized in fiscal 2024(32.8)(0.2)(33.0)
Reserve balance as of May 26, 202414.8—14.8
Reserve 2025 charges, including foreign currency translation70.1—70.1
Utilized in fiscal 2025(7.8)—(7.8)
Reserve balance as of May 25, 202577.1—77.1
Reserve 2026 charges, including foreign currency translation4.73.78.4
Utilized in fiscal 2026(35.6)—(35.6)
Reserve balance as May 31, 2026$46.2$3.7$49.9

The charges recognized in the roll forward of our reserves for restructuring, transformation, and other exit costs do not include items

charged directly to expense (e.g., asset write-offs, asset impairment charges, and the gain or loss on the sale of restructured assets) and

other periodic exit costs recognized as incurred, as those items are not reflected in our restructuring, transformation, and other exit cost

reserves on our Consolidated Balance Sheets.

NOTE 5. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

We have a 50 percent interest in Cereal Partners Worldwide (CPW), which manufactures and markets ready-to-eat cereal products in

approximately 120 countries outside the United States and Canada. CPW also markets cereal bars in European countries and

manufactures private label cereals for customers in the United Kingdom. We have guaranteed a portion of CPW’s debt and its pension

obligation in the United Kingdom.

We also have a 50 percent interest in Häagen-Dazs Japan, Inc. (HDJ). This joint venture manufactures and markets Häagen-Dazs ice

cream products and frozen novelties.

Results from our CPW and HDJ joint ventures are reported for the 12 months ended March 31.

Joint venture related balance sheet activity is as follows:

In MillionsMay 31, 2026May 25, 2025
Cumulative investments$254.7$431.8
Goodwill and other intangible assets428.5469.9
Aggregate advances included in cumulative investments310.9314.6

Joint venture earnings and cash flow activity is as follows:

Fiscal Year
In Millions202620252024
Sales to joint ventures$6.7$7.8$4.8
Net advances (repayments)31.8(13.3)2.7
Dividends received39.044.650.4

Summary combined financial information for the joint ventures on a 100 percent basis is as follows:

Fiscal Year
In Millions202620252024
Net sales:
CPW$1,678.5$1,647.3$1,718.5
HDJ341.7323.1319.3
Total net sales2,020.21,970.42,037.8
Gross margin697.5686.8672.2
(Loss) earnings before income taxes(73.6)89.4145.2
(Loss) earnings after income taxes(112.1)61.5119.9
In MillionsMay 31, 2026May 25, 2025
Current assets$707.4$751.0
Noncurrent assets632.5788.3
Current liabilities1,302.61,314.1
Noncurrent liabilities116.396.3

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

The components of goodwill and other intangible assets are as follows:

In MillionsMay 31, 2026May 25, 2025
Goodwill$14,122.4$15,622.4
Other intangible assets:
Intangible assets not subject to amortization:
Brands6,472.26,816.7
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles412.4420.9
Less accumulated amortization(167.7)(156.2)
Intangible assets subject to amortization, net244.7264.7
Other intangible assets6,716.97,081.4
Total$20,839.3$22,703.8

Based on the carrying value of finite-lived intangible assets as of May 31, 2026, amortization expense for each of the next five fiscal

years is estimated to be approximately $19 million.

The changes in the carrying amount of goodwill for fiscal 2024, 2025, and 2026 are as follows:

In MillionsNorth America RetailNorth America PetNorth America FoodserviceInternationalCorporate and Joint VenturesTotal
Balance as of May 28, 2023$6,542.4$6,062.8$805.6$708.4$392.0$14,511.2
Acquisitions———318.126.9345.0
Impairment charge———(117.1)—(117.1)
Other activity, primarily foreign currency translation(0.5)—(0.1)7.74.511.6
Balance as of May 26, 20246,541.96,062.8805.5917.1423.414,750.7
Acquisition—1,086.7———1,086.7
Divestiture(14.6)————(14.6)
Reclassified to assets held for sale(202.6)—(50.0)——(252.6)
Other activity, primarily foreign currency translation(1.2)——34.618.852.2
Balance as of May 25, 20256,323.57,149.5755.5951.7442.215,622.4
Impairment charge—(1,500.0)———(1,500.0)
Divestiture(4.8)—(0.2)——(5.0)
Purchase accounting adjustments—(31.9)———(31.9)
Other activity, primarily foreign currency translation(0.5)——26.510.936.9
Balance as of May 31, 2026$6,318.2$5,617.6$755.3$978.2$453.1$14,122.4

The changes in the carrying amount of other intangible assets for fiscal 2024, 2025, and 2026 are as follows:

In MillionsTotal
Balance as of May 28, 2023$6,967.6
Acquisition132.6
Impairment charges(103.1)
Other activity, primarily amortization and foreign currency translation(17.2)
Balance as of May 26, 20246,979.9
Acquisition320.0
Divestiture(44.4)
Reclassified to assets held for sale(160.7)
Other activity, primarily amortization and foreign currency translation(13.4)
Balance as of May 25, 20257,081.4
Impairment charges(302.9)
Reclassified to assets held for sale(57.2)
Other activity, primarily amortization and foreign currency translation(4.4)
Balance as of May 31, 2026$6,716.9

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

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

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

$52.9 million non-cash impairment charge.

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 $1,750.0 million of non-cash impairment charges, of which

$1,500.0 million related to the North America Pet reporting unit goodwill and $250.0 million related to the brand intangible assets, all

of which are included within our North America Pet segment. The $1,500.0 million goodwill impairment charge is not deductible for

tax purposes.

We recorded these 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 discounted cash flow models 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.

During the fourth quarter of fiscal 2026, we also reclassified the Yoki and Kitano brand intangible assets as assets held for sale. See

Note 3 for additional information.

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.

NOTE 7. LEASES

Our lease portfolio primarily consists of operating lease arrangements for certain warehouse and distribution space, office space, retail

shops, production facilities, rail cars, production and distribution equipment, automobiles, and office equipment. Our lease costs

associated with finance leases and sale-leaseback transactions and our lease income associated with lessor and sublease arrangements

are not material to our Consolidated Financial Statements.

Components of our lease cost are as follows:

Fiscal Year
In Millions202620252024
Operating lease cost$138.5$145.7$128.9
Variable lease cost6.87.58.9
Short-term lease cost31.132.632.2

Maturities of our operating and finance lease obligations by fiscal year are as follows:

In MillionsOperating LeasesFinance Leases
Fiscal 2027$118.4$0.4
Fiscal 2028100.3—
Fiscal 202978.5—
Fiscal 203051.4—
Fiscal 203138.3—
After fiscal 203169.3—
Total noncancelable future lease obligations$456.2$0.4
Less: Interest(53.8)—
Present value of lease obligations$402.4$0.4

The lease payments presented in the table above exclude $95.5 million of minimum lease payments for operating leases we have

committed to but have not yet commenced as of May 31, 2026.

The weighted-average remaining lease term and weighted-average discount rate for our operating leases are as follows:

May 31, 2026May 25, 2025
Weighted-average remaining lease term5.0 years5.0 years
Weighted-average discount rate4.7%4.9%

In addition, we had $12.3 million of right of use assets and $12.3 million of related lease liabilities classified as held for sale as of

May 31, 2026.

Supplemental operating cash flow information and non-cash activity related to our operating leases, including those classified as held-

for-sale, are as follows:

Fiscal Year
In Millions20262025
Cash paid for amounts included in the measurement of lease liabilities$140.6$152.7
Right of use assets obtained in exchange for new lease liabilities$97.6$163.4

NOTE 8. FINANCIAL INSTRUMENTS, RISK MANAGEMENT ACTIVITIES, AND FAIR VALUES

FINANCIAL INSTRUMENTS

The carrying values of cash and cash equivalents, receivables, accounts payable, other current liabilities, and notes payable

approximate fair value. Marketable securities are carried at fair value. As of May 31, 2026, and May 25, 2025, a comparison of cost

and market values of our marketable debt and equity securities is as follows:

CostFair ValueGross Unrealized GainsGross Unrealized Losses
Fiscal YearFiscal YearFiscal YearFiscal Year
In Millions20262025202620252026202520262025
Available for sale debt securities$2.3$2.3$2.3$2.3$—$—$—$—
Equity securities0.30.34.64.94.34.6——
Total$2.6$2.6$6.9$7.2$4.3$4.6$—$—

There were no realized gains or losses from sales of marketable securities in fiscal 2026 and 2025. Gains and losses are determined by

specific identification.

Classification of marketable securities as current or noncurrent is dependent upon our intended holding period and the security’s

maturity date. The aggregate unrealized gains and losses on available for sale debt securities, net of tax effects, are classified in AOCI

within stockholders’ equity.

Scheduled maturities of our marketable securities are as follows:

Marketable Securities
In MillionsCostFair Value
Under 1 year (current)$2.3$2.3
Equity securities0.34.6
Total$2.6$6.9

As of May 31, 2026, we had $2.3 million of marketable debt securities pledged as collateral for derivative contracts.

RISK MANAGEMENT ACTIVITIES

As a part of our ongoing operations, we are exposed to market risks such as changes in interest and foreign currency exchange rates

and commodity and equity prices. To manage these risks, we may enter into various derivative transactions (e.g., futures, options, and

swaps) pursuant to our established policies.

COMMODITY PRICE RISK

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),

natural gas, and diesel fuel. Our primary objective when entering into these derivative contracts is to achieve certainty with regard to

the future price of commodities purchased for use in our supply chain. We manage our exposures through a combination of purchase

orders, long-term contracts with suppliers, exchange-traded futures and options, and over-the-counter options and swaps. We offset

our exposures based on current and projected market conditions and generally seek to acquire the inputs at as close as possible to or

below our planned cost.

We use derivatives to manage our exposure to changes in commodity prices. We do not perform the assessments required to achieve

hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded

currently in cost of sales in our Consolidated Statements of (Loss) 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 fiscal 2026, 2025, and 2024 included:

Fiscal Year
In Millions202620252024
Net gain (loss) on mark-to-market valuation of commodity positions$62.0$(37.4)$(15.4)
Net (gain) loss on commodity positions reclassified from unallocated corporate items to segment operating profit(19.2)52.840.0
Net mark-to-market revaluation of certain grain inventories5.60.314.5
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items$48.4$15.7$39.1

As of May 31, 2026, the net notional value of commodity derivatives was $126.0 million, of which $48.2 million related to

agricultural inputs and $77.8 million related to energy inputs. As of May 25, 2025, the net notional value of commodity derivatives

was $227.1 million, of which $134.6 million related to agricultural inputs and $92.5 million related to energy inputs. These contracts

relate to inputs that generally will be utilized within the next 12 months.

INTEREST RATE RISK

We are exposed to interest rate volatility with regard to future issuances of fixed-rate debt, existing fixed-rate debt with interest rate

reset features, and existing and future issuances of floating-rate debt. Primary exposures include U.S. Treasury rates, Secured

Overnight Financing Rate (SOFR), European Interbank Offered Rate (Euribor), the Euro mid-market swap rate, and commercial paper

rates in the United States and Europe. We use interest rate swaps, forward-starting interest rate swaps, and treasury locks to hedge our

exposure to interest rate changes, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed-rate

versus floating-rate debt, based on current and projected market conditions. Generally under these swaps, we agree with a counterparty

to exchange the difference between fixed-rate and floating-rate interest amounts based on an agreed upon notional principal amount.

Floating Interest Rate Exposures — Floating-to-fixed interest rate swaps are accounted for as cash flow hedges, as are all hedges of

forecasted issuances of debt. Effectiveness is assessed based on either the perfectly effective hypothetical derivative method or

changes in the present value of interest payments on the underlying debt. Effective gains and losses deferred to AOCI are reclassified

into earnings over the life of the associated debt.

Fixed Interest Rate Exposures — Fixed-to-floating interest rate swaps are accounted for as fair value hedges with effectiveness

assessed based on changes in the fair value of the underlying debt and derivatives, using incremental borrowing rates currently

available on loans with similar terms and maturities.

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

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

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

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

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

amortized through interest expense over the respective term of the debt.

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

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

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

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

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

adjustments to the associated hedged debt.

As of May 31, 2026, the pre-tax amount of cash-settled interest rate hedge activity remaining in AOCI was a $13.2 million pre-tax

loss. This will be reclassified to earnings over the remaining term of the related underlying debt. The amount expected to be

reclassified from AOCI to net interest in fiscal 2027 is a $1.5 million pre-tax loss.

The notional amounts of our interest rate derivatives, with maturity dates ranging from January 2030 through April 2032, were as

follows:

In MillionsMay 31, 2026May 25, 2025
Pay-floating swaps - notional amount$1,624.4$2,283.9

FOREIGN EXCHANGE RISK

Foreign currency fluctuations affect our net investments in foreign subsidiaries and foreign currency cash flows related to third party

purchases, intercompany loans, product shipments, and foreign-denominated debt. We are also exposed to the translation of foreign

currency earnings to the U.S. dollar. Our principal exposures are to the Australian dollar, Brazilian real, British pound sterling,

Canadian dollar, Chinese renminbi, euro, Japanese yen, Mexican peso, and Swiss franc. We primarily use foreign currency forward

contracts to selectively hedge our foreign currency cash flow exposures. We also generally swap our nonfunctional currency

intercompany loans back to U.S. dollars or the functional currency of the entity with foreign exchange exposure. The gains or losses

on these derivatives offset the foreign currency revaluation gains or losses recorded in earnings on the associated borrowings. We

generally do not hedge more than 18 months in advance.

The net notional value of foreign exchange derivatives were as follows:

In MillionsMay 31, 2026May 25, 2025
Foreign exchange derivatives - notional amount$1,432.1$831.3

We also have net investments in foreign subsidiaries that are denominated in euros. We hedged a portion of these net investments by

issuing euro-denominated commercial paper and foreign exchange forward contracts. A portion of these net investments are hedged

with euro-denominated bonds as follows:

In MillionsMay 31, 2026May 25, 2025
Euro-denominated bonds - principal amount€5,084.5€4,742.8

As of May 31, 2026, we had deferred net foreign currency transaction losses of $218.7 million in AOCI associated with net

investment hedging activity.

EQUITY INSTRUMENTS

Equity price movements affect our compensation expense as certain investments made by our employees in our deferred compensation

plan are revalued. We use equity swaps to manage this risk. The net notional amount of our equity swap contracts, with maturity dates

ranging from November 2026 through April 2027, were as follows:

In MillionsMay 31, 2026May 25, 2025
Equity swap contracts - notional amount$227.0$202.7

FAIR VALUE MEASUREMENTS AND FINANCIAL STATEMENT PRESENTATION

The fair values of our assets, liabilities, and derivative positions recorded at fair value and their respective levels in the fair value

hierarchy as of May 31, 2026, and May 25, 2025, were as follows:

May 31, 2026May 25, 2025
In MillionsFair Value Hierarchy LevelsAssetsLiabilitiesAssetsLiabilities
Derivatives designated as hedging instruments:
Interest rate contracts (a) (b)2$0.8$(21.1)$5.0$(11.4)
Foreign exchange contracts (a) (c)24.7(7.5)4.1(13.5)
Total5.5(28.6)9.1(24.9)
Derivatives not designated as hedging instruments:
Foreign exchange contracts (a) (c)21.6(6.5)0.2(1.3)
Commodity contracts (a) (d) (e)1, 240.3(1.1)1.5(7.6)
Grain contracts (a) (d)25.4(1.4)2.2(4.0)
Total47.3(9.0)3.9(12.9)
Other assets and liabilities reported at fair value:
Marketable investments (a) (f) (g)1, 240.6—7.2—
Long-lived assets (h)21.5—2.0—
Total42.1—9.2—
Total assets, liabilities, and derivative positions recorded at fair value$94.9$(37.6)$22.2$(37.8)

(a)These contracts and investments are recorded as prepaid expenses and other current assets, other assets, other current liabilities or other

liabilities, as appropriate, based on whether in a gain or loss position. Certain marketable investments are recorded as cash and cash equivalents.

(b)Based on Euribor, SOFR, and swap rates. As of May 31, 2026, the carrying amount of hedged debt designated as the hedged item in a fair value

hedge was $1,603.5 million and was classified on the Consolidated Balance Sheets within long-term debt. As of May 31, 2026, the cumulative

amount of fair value hedging basis adjustments was $20.9 million. As of May 25, 2025, the carrying amount of hedged debt designated as the

hedged item in a fair value hedge was $2,280.6 million, of which $675.6 million and $1,605.0 million was classified on the Consolidated

Balance Sheet within current portion of long-term debt and long-term debt, respectively. As of May 25, 2025, the cumulative amount of fair

value hedging basis adjustments was $3.2 million.

(c)Based on observable market transactions of spot currency rates and forward currency prices.

(d)Based on prices of futures exchanges and recently reported transactions in the marketplace.

(e)Commodity contract assets as of May 31, 2026, include Level 2 assets of $40.3 million. Commodity contract liabilities as of May 31, 2026,

include Level 2 liabilities of $1.1 million. Commodity contract assets as of May 25, 2025, include Level 1 and Level 2 assets of $0.6 million and

$0.9 million, respectively. Commodity contract liabilities as of May 25, 2025, include Level 1 and Level 2 liabilities of $0.2 million and $7.4

million, respectively.

(f)Based on prices of common stock, mutual fund net asset values, and bond matrix pricing.

(g)Marketable investment assets as of May 31, 2026, include Level 1 and Level 2 assets of $4.6 million and $36.0 million, respectively. Marketable

investment assets as of May 25, 2025, include Level 1 and Level 2 assets of $4.9 million and $2.3 million, respectively.

(h)In fiscal 2026 and 2025, we recorded $29.4 million of non-cash impairment charges and immaterial non-cash impairment charges, respectively,

to write down certain long-lived assets to their fair value. Fair value was based on recently reported transactions for similar assets in the

marketplace. These assets were associated with previously announced restructuring actions described in Note 4.

We did not significantly change our valuation techniques from prior periods.

The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those instruments. Where quoted

prices are not available, fair value is estimated using discounted cash flows and market-based expectations for interest rates, credit risk

and the contractual terms of the debt instruments. As of May 31, 2026, the fair value and carrying amount of our long-term debt,

including the current portion, were $12,968.8 million and $13,469.6 million, respectively. As of May 25, 2025, the fair value and

carrying amount of our long-term debt, including the current portion, were $13,579.5 million and $14,201.6 million, respectively.

Information related to our cash flow hedges, fair value hedges, and other derivatives not designated as hedging instruments for the

fiscal years ended May 31, 2026, and May 25, 2025, follows:

Interest Rate ContractsForeign Exchange ContractsEquity ContractsCommodity ContractsTotal
Fiscal YearFiscal YearFiscal YearFiscal YearFiscal Year
In Millions2026202520262025202620252026202520262025
Derivatives in Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in OCI$—$0.1$6.6$(8.1)$—$—$—$—$6.6$(8.0)
Amount of net gain (loss) reclassified from AOCI into earnings (a)1.4(0.2)(3.1)2.5————(1.7)2.3
Derivatives in Fair Value Hedging Relationships:
Amount of net gain recognized in earnings (b)3.43.0——————3.43.0
Derivatives Not Designated as Hedging Instruments:
Amount of net gain (loss) recognized in earnings (c)$—$—$8.4$(16.0)$38.4$6.3$67.9$(22.0)$114.7$(31.7)

(a)Gain (loss) reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for

foreign exchange contracts. For the fiscal year ended May 31, 2026, the amount of loss reclassified from AOCI into cost of sales was $4.2

million and the amount of gain reclassified from AOCI into SG&A was $1.1 million. For the fiscal year ended May 25, 2025, the amount of

gain reclassified from AOCI into cost of sales was $12.7 million and the amount of loss reclassified from AOCI into SG&A was $10.2 million.

(b)Gain recognized in earnings is reported in interest, net for interest rate contracts.

(c)Gain (loss) recognized in earnings is reported in SG&A and after-tax earnings from joint ventures for foreign exchange contracts, SG&A for

equity contracts, and cost of sales for commodity contracts.

The following tables reconcile the net fair values of assets and liabilities subject to offsetting arrangements that are recorded in our

Consolidated Balance Sheets to the net fair values that could be reported in our Consolidated Balance Sheets:

May 31, 2026May 25, 2025
In MillionsGross AmountGross Amount Offset on Balance SheetNet Amount (a)Gross Amount Not Offset on Balance Sheet (c)Net Amount (b)Gross AmountGross Amount Offset on Balance SheetNet Amount (a)Gross Amount Not Offset on Balance Sheet (c)Net Amount (b)
Assets:
Commodity contracts$40.3$—$40.3$(1.1)$39.2$1.5$—$1.5$(1.0)$0.5
Interest rate contracts1.8—1.8—1.84.6—4.6(2.2)2.4
Foreign exchange contracts7.6—7.6(0.5)7.14.3—4.3(3.8)0.5
Equity contracts6.4—6.4(6.0)0.43.8—3.8(1.0)2.8
Total$56.1$—$56.1$(7.6)$48.5$14.2$—$14.2$(8.0)$6.2
Liabilities:
Commodity contracts$(1.1)$—$(1.1)$1.1$—$(7.6)$—$(7.6)$1.0$(6.6)
Interest rate contracts(21.2)—(21.2)16.4(4.8)(18.3)—(18.3)2.2(16.1)
Foreign exchange contracts(0.5)—(0.5)0.5—(14.8)—(14.8)3.8(11.0)
Equity contracts(14.0)—(14.0)6.0(8.0)(1.0)—(1.0)1.0—
Total$(36.8)$—$(36.8)$24.0$(12.8)$(41.7)$—$(41.7)$8.0$(33.7)

(a) Net fair value as recorded in our Consolidated Balance Sheets.

(b) Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.

(c) Fair value of assets or liabilities that could be reported net in our Consolidated Balance Sheets. As of May 31, 2026, this includes no collateral received and $16.4 million of collateral

pledged related to derivative instruments. As of May 25, 2025, this includes no collateral received or pledged related to derivative instruments.

AMOUNTS RECORDED IN ACCUMULATED OTHER COMPREHENSIVE LOSS

As of May 31, 2026, the after-tax amounts of unrealized losses in AOCI related to hedge derivatives follows:

In MillionsAfter-Tax (Loss)/Gain
Unrealized loss from interest rate cash flow hedges$(8.2)
Unrealized gain from foreign currency cash flow hedges3.4
After-tax loss in AOCI related to hedge derivatives$(4.8)

The net amount of pre-tax gains and losses in AOCI as of May 31, 2026, that we expect to be reclassified into net earnings within the

next 12 months is a $3.9 million net loss.

CREDIT-RISK-RELATED CONTINGENT FEATURES

Certain of our derivative instruments contain provisions that require us to maintain an investment grade credit rating on our debt from

each of the major credit rating agencies. If our debt were to fall below investment grade, the counterparties to the derivative

instruments could request full collateralization on derivative instruments in net liability positions. The aggregate fair value of all

derivative instruments with credit-risk-related contingent features that were in a liability position on May 31, 2026, was $29.2 million.

We have posted $16.4 million collateral under these contracts.

CONCENTRATIONS OF CREDIT AND COUNTERPARTY CREDIT RISK

During fiscal 2026, customer concentration was as follows:

Percent of totalConsolidatedNorth America RetailNorth America FoodserviceInternationalNorth America Pet
Walmart (a):
Net sales22%31%11%3%17%
Accounts receivable19%8%12%19%
Five largest customers:
Net sales54%57%30%66%

(a) Includes Walmart Inc. and its affiliates.

No customer other than Walmart accounted for 10 percent or more of our consolidated net sales.

We enter into interest rate, foreign exchange, and certain commodity and equity derivatives, primarily with a diversified group of

highly rated counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and, by policy,

limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of

nonperformance by these counterparties; however, we have not incurred a material loss. We also enter into commodity futures

transactions through various regulated exchanges.

The amount of loss due to the credit risk of the counterparties, should the counterparties fail to perform according to the terms of the

contracts, is $14.0 million. We have no collateral held against these contracts. Under the terms of our swap agreements, some of our

transactions require collateral or other security to support financial instruments subject to threshold levels of exposure and

counterparty credit risk. Collateral assets are either cash or U.S. Treasury instruments and are held in a trust account that we may

access if the counterparty defaults.

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.

The roll forward of our obligations payable to suppliers who utilize these third-party services is as follows:

In Millions20262025
Balance as of beginning of fiscal year$1,427.5$1,404.4
Additions, including foreign currency translation4,130.84,116.8
Payments(4,158.7)(4,093.7)
Balance as of end of fiscal year$1,399.6$1,427.5

As of May 31, 2026, $1,356.5 million of our obligations were included in accounts payable and $43.1 million were included in

liabilities held for sale. As of May 25, 2025, $1,427.5 million of our obligations were included in accounts payable.

NOTE 9. DEBT

NOTES PAYABLE

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

May 31, 2026May 25, 2025
In MillionsNotes PayableWeighted- Average Interest RateNotes PayableWeighted- Average Interest Rate
U.S. commercial paper$60.03.8%$669.44.5%
Financial institutions8.44.67.65.8
Total$68.43.9%$677.04.5%

To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States

and Europe.

The following table details the credit facilities and lines of credit we had available as of May 31, 2026:

In MillionsBorrowing CapacityBorrowed Amount
Committed credit facility expiring October 2029$2,700.0$—
Uncommitted credit facilities and lines of credit774.58.4
Total$3,474.5$8.4

We are in compliance with all credit facility covenants.

LONG-TERM DEBT

In the fourth quarter of fiscal 2026, we issued €1.0 billion of 4.75 percent fixed-to-fixed reset rate Series A junior subordinated notes

and €700.0 million of 5.25 percent fixed-to-fixed reset rate Series B junior subordinated notes, each due July 16, 2056. The interest

rate of the Series A and Series B junior subordinated notes will reset on July 16, 2031 and July 16, 2034, respectively, and every fifth

year thereafter. The Series A and Series B junior subordinated notes pay interest annually and may be redeemed at any time during the

90 days prior to their respective first interest reset date and on any interest payment date thereafter, in whole or in part at the principal

amount thereof, and at certain other times at a defined redemption price, in each case plus accrued interest. We used the net proceeds

to repay €250.0 million of floating-rate senior notes due April 22, 2026, $750.0 million of 3.2 percent fixed-rate senior notes due

February 10, 2027, $500.0 million of 4.7 percent fixed-rate senior notes due January 30, 2027, a portion of our outstanding

commercial paper, and for other general corporate purposes. The early redemption of certain senior notes resulted in a net $2.0 million

loss, which was recorded in Interest, net in the Consolidated Statements of (Loss) Earnings.

In the third quarter of fiscal 2026, we repaid €600.0 million of 0.45 percent fixed-rate senior notes due January 15, 2026, using

proceeds from the issuance of commercial paper and cash on hand.

In the second quarter of fiscal 2026, we repaid €500.0 million of 0.125 percent fixed-rate senior notes due November 15, 2025, with

cash on hand.

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

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

commercial paper, as well as for general corporate purposes.

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

proceeds from the issuance of commercial paper.

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

the net proceeds to fund the Whitebridge Pet Brands acquisition.

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

the net proceeds to fund the Whitebridge Pet Brands acquisition.

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

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

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

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

A summary of our long-term debt is as follows:

In Millions, Except Weighted-Average Interest RateWeighted-Average Interest Rate (a)May 31, 2026May 25, 2025
Senior notes due fiscal 2026—%$—$1,533.9
Senior notes due fiscal 20272.21,053.32,276.5
Senior notes due fiscal 20284.21,400.01,400.0
Senior notes due fiscal 20294.51,374.41,352.2
Senior notes due fiscal 20303.91,500.01,500.0
Senior notes due fiscal 20313.6583.0568.1
Senior notes due fiscal 2032 - 20514.25,858.75,821.6
Junior subordinated notes due fiscal 2057 (b)5.01,982.0—
Net impact of unamortized debt discounts, debt issuance costs, interest rate swaps, and finance leases(281.8)(250.7)
Total debt13,469.614,201.6
Less amount due within one year(1,053.6)(1,528.4)
Total long-term debt$12,416.0$12,673.2

(a) Weighted average interest rates as of May 31, 2026.

(b) The junior subordinated notes rank junior in right of payment to all of our existing senior notes.

The following table details the currency of our outstanding bonds:

In MillionsMay 31, 2026May 25, 2025
US Dollar$7,805.3$9,055.3
Euro$5,946.1$5,397.0

Certain of our long-term debt agreements contain restrictive covenants. We are in compliance with all long-term debt covenants.

Interest payments for fiscal 2026, fiscal 2025, and fiscal 2024 were as follows:

Fiscal Year
In Millions202620252024
Cash interest payments$573.9$474.4$464.4

NOTE 10. NONCONTROLLING INTERESTS

Our principal noncontrolling interest related to our General Mills Cereals, LLC (GMC) subsidiary. The third-party holder of the GMC

Class A limited membership interest (GMC Class A Interests) received quarterly preferred distributions from available net income

based on the application of a floating preferred return rate to the holder’s capital account balance established in the most recent mark-

to-market valuation. On June 1, 2024, the floating preferred return rate was reset to the sum of the three-month Term SOFR plus 261

basis points.

During the fourth quarter of fiscal 2025, we purchased the outstanding GMC Class A Interests from the third-party holder for $252.8

million. The purchase price reflected the GMC Class A Interests’ original capital account balance of $242.3 million and $10.5 million

primarily related to capital account appreciation attributable and paid to the third-party holder of the Class A Interests. The capital

appreciation paid to the third-party holder of the Class A Interests was recorded as a direct reduction to retained earnings, a component

of stockholders’ equity, on the Consolidated Balance Sheets, and reduced net earnings available to common stockholders in our basic

and diluted earnings per share (EPS) calculations.

For financial reporting purposes, the assets, liabilities, results of operations, and cash flows of our non-wholly owned consolidated

subsidiaries are included in our Consolidated Financial Statements. The third-party investor’s share of the net earnings of these

subsidiaries is reflected in net earnings attributable to noncontrolling interests in our Consolidated Statements of (Loss) Earnings.

NOTE 11. STOCKHOLDERS’ EQUITY

Cumulative preference stock of 5.0 million shares, without par value, is authorized but unissued.

On June 27, 2022, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock. Purchases under

the authorization 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 authorization has no specified

termination date.

Share repurchases were as follows:

Fiscal Year
In Millions202620252024
Shares of common stock10.018.729.2
Aggregate purchase price$504.7$1,213.5$2,021.2

During the first quarter of fiscal 2026, we entered into two accelerated share repurchase (ASR) agreements with an unrelated third

party financial institution to repurchase an aggregate of $500.0 million of our shares of common stock. Under the ASR agreements, we

paid an aggregate of $500.0 million and received an initial delivery of 7.5 million shares of our common stock in the first quarter of

fiscal 2026.

The first ASR agreement was settled in the first quarter of fiscal 2026 with a final delivery of 1.2 million additional shares. The second

ASR agreement was settled in the second quarter of fiscal 2026 with a final delivery of 1.3 million additional shares. We received a

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

The following tables provide details of total comprehensive (loss) income:

Fiscal 2026
General MillsNoncontrolling Interests
In MillionsPretaxTaxNetNet
Net (loss) earnings, including earnings attributable to noncontrolling interests$(87.6)$2.3
Other comprehensive income (loss):
Foreign currency translation$(17.6)$28.310.7—
Net actuarial loss(57.9)12.4(45.5)—
Other fair value changes:
Hedge derivatives6.7(2.0)4.7—
Reclassification to earnings:
Hedge derivatives (a)(3.2)1.1(2.1)—
Amortization of losses and prior service costs (b)68.7(13.8)54.9—
Other comprehensive income$(3.3)$26.022.7—
Total comprehensive (loss) income$(64.9)$2.3

(a) 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.

(b) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income. In the second quarter of fiscal 2026, a $6.7 million loss

related to a curtailment was reclassified from AOCI into earnings and is reported in restructuring, transformation, impairment and other exit costs

in our Consolidated Statements of (Loss) Earnings.

Fiscal 2025
General MillsNoncontrolling Interests
In MillionsPretaxTaxNetNet
Net earnings, including earnings attributable to noncontrolling interests$2,295.2$23.7
Other comprehensive (loss) income:
Foreign currency translation$(161.9)$46.6(115.3)0.4
Net actuarial gain21.3(4.1)17.2—
Other fair value changes:
Hedge derivatives(8.0)0.6(7.4)—
Reclassification to earnings:
Foreign currency translation (a)33.9—33.9—
Hedge derivatives (b)(2.3)2.1(0.2)—
Amortization of losses and prior service costs (c)58.1(11.6)46.5—
Other comprehensive (loss) income$(58.9)$33.6(25.3)0.4
Total comprehensive income$2,269.9$24.1

(a)Loss reclassified from AOCI into earnings is reported in divestitures gain, net.

(b)Gain reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign

exchange contracts.

(c)Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.

Fiscal 2024
General MillsNoncontrolling Interests
In MillionsPretaxTaxNetNet
Net earnings, including earnings attributable to noncontrolling interests$2,496.6$22.0
Other comprehensive (loss) income:
Foreign currency translation$(98.4)$11.7(86.7)0.1
Net actuarial loss(239.4)52.3(187.1)—
Other fair value changes:
Hedge derivatives(4.4)1.2(3.2)—
Reclassification to earnings:
Hedge derivatives (a)(4.1)1.6(2.5)—
Amortization of losses and prior service costs (b)46.5(9.8)36.7—
Other comprehensive (loss) income$(299.8)$57.0(242.8)0.1
Total comprehensive income$2,253.8$22.1

(a)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

(b)Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.

In fiscal 2026, 2025, and 2024, except for certain reclassifications to earnings, changes in other comprehensive (loss) income were

primarily non-cash items.

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

In MillionsMay 31, 2026May 25, 2025
Foreign currency translation adjustments$(866.0)$(876.7)
Unrealized loss from hedge derivatives(4.8)(7.4)
Pension, other postretirement, and postemployment benefits:
Net actuarial loss(1,698.3)(1,726.8)
Prior service credits46.865.9
Accumulated other comprehensive loss$(2,522.3)$(2,545.0)

NOTE 12. STOCK PLANS

We use broad-based stock plans to help ensure that management’s interests are aligned with those of our shareholders. As of May 31,

2026, a total of 25.9 million shares were available for grant in the form of stock options, restricted stock, restricted stock units, and

shares of unrestricted stock under the 2022 Stock Compensation Plan (2022 Plan). The 2022 Plan also provides for the issuance of

cash-settled share-based units, stock appreciation rights, and performance-based stock awards. Stock-based awards now outstanding

include some granted under the 2017 Stock Compensation Plan, under which no further awards may be granted. The stock plans

provide for potential accelerated vesting of awards upon retirement, termination, or death of eligible employees and directors.

Stock Options

The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as

follows:

Fiscal Year
202620252024
Estimated fair values of stock options granted$9.45$13.26$17.47
Assumptions:
Risk-free interest rate4.2%4.5%4.0%
Expected term8.0 years8.5 years8.5 years
Expected volatility22.3%21.6%21.5%
Dividend yield4.7%3.8%2.8%

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 expected term represents the period of time that options granted are expected to be outstanding based on historical data to estimate

option exercises and employee terminations within the valuation model. Separate groups of employees have similar historical exercise

behavior and therefore were aggregated into a single pool for valuation purposes. The weighted-average expected term for all

employee groups is presented in the table above. The risk-free interest rate for periods during the expected term of the options is based

on the U.S. Treasury zero-coupon yield curve in effect at the time of grant.

Any corporate income tax benefit realized upon exercise or vesting of an award in excess of that previously recognized in earnings

(referred to as a windfall tax benefit) is presented in our Consolidated Statements of Cash Flows as an operating cash flow. Realized

windfall tax benefits and shortfall tax deficiencies related to the exercise or vesting of stock-based awards are recognized in the

Consolidated Statements of (Loss) Earnings.

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

were as follows:

Fiscal Year
In Millions202620252024
(Shortfall) windfall tax benefits from stock-based payments$(1.7)$5.3$10.2

Under the 2022 Plan, options may be priced at 100 percent or more of the fair market value on the date of grant, generally issued with

four-year graded vesting or four-year cliff vesting. Options generally expire within 10 years and one month after the date of grant. As

of May 31, 2026, stock option awards outstanding include some granted under the 2017 Stock Compensation Plan.

Information on stock option activity follows:

Options Outstanding (Thousands)Weighted-Average Exercise Price Per ShareWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value (Millions)
Balance as of May 25, 202512,433.6$59.844.7$14.4
Granted1,566.651.81
Exercised(3.4)46.06
Forfeited or expired(665.3)57.70
Outstanding as of May 31, 202613,331.5$59.004.4$—
Exercisable as of May 31, 20269,444.5$57.612.9$—

Stock-based compensation expense related to stock option awards was as follows:

Fiscal Year
In Millions202620252024
Compensation expense related to stock option awards$15.2$15.8$13.9

Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options

exercised were as follows:

Fiscal Year
In Millions202620252024
Net cash proceeds$0.5$43.0$25.5
Intrinsic value of options exercised$—$11.7$7.6

Restricted Stock, Restricted Stock Units, and Performance Share Units

Stock and units settled in stock subject to a restricted period and a purchase price, if any (as determined by the Compensation

Committee of the Board of Directors), may be granted to key employees under the 2022 Plan. Under the 2022 Plan, restricted stock

and restricted stock units are generally issued with four-year graded vesting or four-year cliff vesting. Performance share units are

earned primarily based on our future achievement of three-year goals for average organic net sales growth and cumulative operating

cash flow and a relative total shareholder return modifier. Performance share units are settled in common stock and are generally

subject to a three-year performance and vesting period. The sale or transfer of these awards is restricted during the vesting period.

Participants holding restricted stock, but not restricted stock units or performance share units, are entitled to vote on matters submitted

to holders of common stock for a vote. These awards accumulate dividends from the date of grant, but participants only receive

payment if the awards vest. As of May 31, 2026, restricted stock units and performance share units include some granted under the

2017 Stock Compensation Plan.

Information on restricted stock unit and performance share unit activity follows:

Equity ClassifiedLiability Classified
Share-Settled Units (Thousands)Weighted-Average Grant-Date Fair ValueShare-Settled Units (Thousands)Weighted-Average Grant-Date Fair Value
Non-vested as of May 25, 20254,090.3$66.9058.9$66.63
Granted2,058.551.1033.250.89
Vested(1,663.8)65.31(25.8)64.39
Forfeited(845.4)59.67(3.5)61.23
Non-vested as of May 31, 20263,639.6$60.3762.8$59.53
Fiscal Year
202620252024
Number of units granted (thousands)2,091.71,698.01,517.8
Weighted-average price per unit$51.09$63.37$73.38

The total grant-date fair value of restricted stock unit awards that vested was $110.3 million in fiscal 2026, $113.8 million in fiscal

2025, and $92.9 million in fiscal 2024.

As of May 31, 2026, unrecognized compensation expense related to non-vested stock options, restricted stock units, and performance

share units was $109.4 million. This expense will be recognized over 21 months, on average.

Stock-based compensation expense related to restricted stock units and performance share units was as follows:

Fiscal Year
In Millions202620252024
Compensation expense related to restricted stock units and performance share units$64.2$75.9$81.4

Compensation expense related to stock-based payments recognized in our Consolidated Statements of (Loss) Earnings includes

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

NOTE 13. EARNINGS PER SHARE

Basic and diluted EPS were calculated using the following:

Fiscal Year
In Millions, Except per Share Data202620252024
Net (loss) earnings attributable to General Mills - as reported$(87.6)$2,295.2$2,496.6
Capital appreciation paid on Class A Interests in GMC (a)—(10.5)—
Net (loss) earnings for EPS calculation$(87.6)$2,284.7$2,496.6
Average number of common shares - basic EPS537.7554.5575.5
Incremental share effect from: (b) (c)
Stock options—1.21.8
Restricted stock units and performance share units—1.82.2
Average number of common shares - diluted EPS537.7557.5579.5
(Loss) earnings per share — basic$(0.16)$4.12$4.34
(Loss) earnings per share — diluted$(0.16)$4.10$4.31

(a)Please see Note 10 for additional information.

(b)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:

Fiscal Year
In Millions202620252024
Anti-dilutive stock options, restricted stock units, and performance share units (c)15.14.72.1

(c)During fiscal 2026, we reported a net loss attributable to General Mills. Inclusion of dilutive shares would result in a lower

loss per share. As a result, the dilutive shares are considered to be antidilutive and were excluded from the calculation of

diluted EPS for fiscal 2026.

NOTE 14. RETIREMENT BENEFITS AND POSTEMPLOYMENT BENEFITS

Defined Benefit Pension Plans

We have defined benefit pension plans covering many employees in the United States, Canada, Switzerland, and the United Kingdom.

Benefits for salaried employees are based on length of service and final average compensation. Benefits for hourly employees include

various monthly amounts for each year of credited service. Our funding policy is consistent with the requirements of applicable laws.

We made no voluntary contributions to our principal U.S. plans in fiscal 2026 or fiscal 2025. We do not expect to be required to make

any contributions to our principal U.S. plans in fiscal 2027. Our principal U.S. retirement plan covering salaried employees has a

provision that any excess pension assets would be allocated to active participants if the plan is terminated within five years of a change

in control. All salaried employees hired on or after June 1, 2013, are eligible for a retirement program that does not include a defined

benefit pension plan.

Other Postretirement Benefit Plans

We also sponsor plans that provide health care benefits to many of our retirees in the United States, Canada, and Brazil. The U.S.

salaried health care benefit plan is contributory, with retiree contributions based on years of service. We make decisions to fund

related trusts for certain employees and retirees on an annual basis. We made no voluntary contributions to these plans in fiscal 2026

or fiscal 2025. We do not expect to be required to make any contributions to these plans in fiscal 2027.

Health Care Cost Trend Rates

Assumed health care cost trends are as follows:

Fiscal Year
20262025
Health care cost trend rate for next year7.7% and 7.7%7.9% and 7.9%
Rate to which the cost trend rate is assumed to decline (ultimate rate)4.5%4.5%
Year that the rate reaches the ultimate trend rate20342034

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 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.

Postemployment Benefit Plans

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. We recognize an obligation for any of these benefits that vest or

accumulate with service. Postemployment benefits that do not vest or accumulate with service (such as severance based solely on

annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans are unfunded.

Summarized financial information about defined benefit pension, other postretirement benefit, and postemployment benefit plans is

presented below:

Defined Benefit Pension PlansOther Postretirement Benefit PlansPostemployment Benefit Plans
Fiscal YearFiscal YearFiscal Year
In Millions202620252026202520262025
Change in Plan Assets:
Fair value at beginning of year$5,317.2$5,439.7$458.0$463.2
Actual return on assets383.4188.661.535.7
Employer contributions31.630.70.10.1
Plan participant contributions3.62.46.66.6
Benefits payments(359.6)(349.5)(44.5)(47.6)
Foreign currency0.25.3——
Fair value at end of year (a)$5,376.4$5,317.2$481.7$458.0
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year$5,627.5$5,801.7$337.4$403.0$123.1$129.0
Service cost42.251.82.34.36.97.0
Interest cost291.5306.916.421.13.54.0
Plan amendment2.20.43.1———
Curtailment/other——(0.5)—7.08.1
Plan participant contributions3.62.46.66.6——
Actuarial loss (gain)50.0(191.4)4.4(48.1)(5.4)(2.1)
Benefits payments(359.6)(349.5)(49.8)(49.0)(17.3)(22.9)
Reclassified to liabilities held for sale (b)——(4.3)———
Foreign currency1.75.2—(0.5)——
Projected benefit obligation at end of year (a)$5,659.1$5,627.5$315.6$337.4$117.8$123.1
Plan assets (less) more than benefit obligation as of fiscal year end$(282.7)$(310.3)$166.1$120.6$(117.8)$(123.1)

(a) Plan assets and obligations are measured as of May 31, 2026, and May 31, 2025.

(b) Relates to our held for sale business in Brazil. Please see Note 3 for additional information on other postretirement benefit plan liabilities

classified as held for sale as of May 31, 2026.

During fiscal 2026, defined benefit pension obligations remained relatively flat and the decrease in other postretirement obligations

was primarily driven by lower interest and service costs. During fiscal 2025, the decrease in defined benefit pension obligations was

primarily driven by actuarial gains due to an increase in the discount rate, and the decrease in other postretirement obligations was

primarily driven by actuarial gains due to plan experience.

As of May 31, 2026, other postretirement benefit plans had benefit obligations of $4.9 million that are unfunded. In addition, $4.3

million of unfunded benefit obligations for other postretirement benefit plans were classified as held for sale as of May 31, 2026. As

of May 25, 2025, other postretirement benefit plans had benefit obligations of $9.4 million that are unfunded. Postemployment benefit

plans are not funded and had benefit obligations of $117.8 million and $123.1 million as of May 31, 2026, and May 25, 2025,

respectively.

The accumulated benefit obligation for all defined benefit pension plans was $5,605.6 million as of May 31, 2026, and $5,540.2

million as of May 25, 2025.

Amounts recognized in AOCI as of May 31, 2026, and May 25, 2025, are as follows:

Defined Benefit Pension PlansOther Postretirement Benefit PlansPostemployment Benefit PlansTotal
Fiscal YearFiscal YearFiscal YearFiscal Year
In Millions20262025202620252026202520262025
Net actuarial (loss) gain$(1,911.3)$(1,935.4)$212.1$212.7$0.9$(4.1)$(1,698.3)$(1,726.8)
Prior service (costs) credits(6.3)(7.5)48.067.45.16.046.865.9
Amounts recorded in accumulated other comprehensive loss$(1,917.6)$(1,942.9)$260.1$280.1$6.0$1.9$(1,651.5)$(1,660.9)

Plans with accumulated benefit obligations in excess of plan assets as of May 31, 2026, and May 25, 2025, are as follows:

Defined Benefit Pension Plans
Fiscal Year
In Millions20262025
Projected benefit obligation$453.4$449.7
Accumulated benefit obligation446.4440.1
Plan assets at fair value$20.7$16.3

Components of net periodic benefit expense are as follows:

Defined Benefit Pension PlansOther Postretirement Benefit PlansPostemployment Benefit Plans
Fiscal YearFiscal YearFiscal Year
In Millions202620252024202620252024202620252024
Service cost$42.2$51.8$56.8$2.3$4.3$4.7$6.9$7.0$7.4
Interest cost291.5306.9296.516.421.121.33.54.04.0
Expected return on plan assets(405.3)(420.1)(417.7)(33.6)(35.9)(34.7)———
Amortization of losses (gains)108.7100.486.5(25.9)(20.5)(20.4)0.30.50.1
Amortization of prior service costs (credits)1.21.41.8(21.2)(22.1)(21.8)(1.1)(1.6)0.3
Other adjustments——————7.711.58.3
Settlement or curtailment loss (gain)6.7—(4.0)(0.5)—————
Net expense (income)$45.0$40.4$19.9$(62.5)$(53.1)$(50.9)$17.3$21.4$20.1

Assumptions

Weighted-average assumptions used to determine fiscal year-end benefit obligations are as follows:

Defined Benefit Pension PlansOther Postretirement Benefit PlansPostemployment Benefit Plans
Fiscal YearFiscal YearFiscal Year
202620252026202520262025
Discount rate5.72%5.79%5.54%5.67%4.97%5.04%
Rate of salary increases3.873.88——4.124.13

Weighted-average assumptions used to determine fiscal year net periodic benefit expense are as follows:

Defined Benefit Pension PlansOther Postretirement Benefit PlansPostemployment Benefit Plans
Fiscal YearFiscal YearFiscal Year
202620252024202620252024202620252024
Discount rate5.79%5.52%5.18%5.67%5.52%5.19%5.04%5.05%4.55%
Service cost effective rate6.025.585.276.115.585.155.425.375.00
Interest cost effective rate5.325.405.065.345.384.964.915.054.61
Rate of salary increases3.884.234.20———4.134.464.46
Expected long-term rate of return on plan assets7.527.637.137.357.797.34———

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 also use discount rates as of May 31 to determine defined benefit pension,

other postretirement benefit, and postemployment benefit plan income and expense for the following fiscal year. 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.

Fair Value of Plan Assets

The fair values of our pension and postretirement benefit plans’ assets and their respective levels in the fair value hierarchy by asset

category were as follows:

May 31, 2026May 31, 2025
In MillionsLevel 1Level 2Level 3Total AssetsLevel 1Level 2Level 3Total Assets
Fair value measurement of pension plan assets:
Equity (a)$200.3$375.9$—$576.2$200.6$383.8$—$584.4
Fixed income (b)1,476.42,268.0—3,744.41,529.72,019.2—3,548.9
Real asset investments (c)55.6——55.659.7——59.7
Other investments (d)——0.10.1——0.10.1
Cash and accruals96.60.1—96.7137.20.1—137.3
Fair value measurement of pension plan assets$1,828.9$2,644.0$0.1$4,473.0$1,927.2$2,403.1$0.1$4,330.4
Assets measured at net asset value (e)903.4986.8
Total pension plan assets$5,376.4$5,317.2
Fair value measurement of postretirement benefit plan assets:
Fixed income (b)$87.1$—$—$87.1$90.5$—$—$90.5
Cash and accruals40.0——40.033.7——33.7
Fair value measurement of postretirement benefit plan assets$127.1$—$—$127.1$124.2$—$—$124.2
Assets measured at net asset value (e)354.6333.8
Total postretirement benefit plan assets$481.7$458.0

(a)Primarily publicly traded common stock for purposes of total return and to maintain equity exposure consistent with policy allocations.

Investments include: United States and international public equity securities, mutual funds, and equity futures valued at closing prices from

national exchanges, commingled funds valued at fair value using the unit values provided by the investment managers.

(b)Primarily government and corporate debt securities and futures for purposes of total return, managing fixed income exposure to policy

allocations, and duration targets. Investments include: fixed income securities and bond derivatives generally valued at closing prices from

national exchanges, fixed income pricing models, and independent financial analysts; and fixed income commingled funds valued at unit values

provided by the investment managers, which are based on the fair value of the underlying investments.

(c)Publicly traded common stocks in energy, real estate, and infrastructure for the purpose of total return, which are generally valued at closing

prices from national exchanges.

(d)Insurance and annuity contracts to provide a stable stream of income for pension retirees. Fair values are based on the fair value of the

underlying investments and contract fair values established by the providers.

(e)Primarily limited partnerships, trust-owned life insurance, common collective trusts, and certain private equity securities that are measured at

fair value using the net asset value per share (or its equivalent) practical expedient and have not been classified in the fair value hierarchy.

There were no transfers into level 3 investments in fiscal 2026 or fiscal 2025.

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.

Weighted-average asset allocations for our defined benefit pension and other postretirement benefit plans are as follows:

Defined Benefit Pension PlansOther Postretirement Benefit Plans
Fiscal YearFiscal Year
2026202520262025
Asset category:
United States equities6.4%6.4%24.3%26.0%
International equities4.04.412.614.9
Private equities7.99.37.29.1
Fixed income73.670.955.950.0
Real assets8.19.0——
Total100.0%100.0%100.0%100.0%

The investment objective for our defined benefit pension and other postretirement benefit plans is to secure the benefit obligations to

participants at a reasonable cost to us. Our goal is to maintain the funded status of our qualified plans. The defined benefit pension

plan and other postretirement benefit plan portfolios are broadly diversified across asset classes. Within asset classes, the portfolios are

further diversified across investment styles and investment organizations. For the U.S. defined benefit pension plans, the long-term

investment policy allocation is: 8 percent to equities in the United States; 4 percent to international equities; 7 percent to private

equities; 73 percent to fixed income; and 8 percent to real assets (real estate, energy, and infrastructure). For other U.S. postretirement

benefit plans, the long-term investment policy allocations are: 23 percent to equities in the United States; 12 percent to international

equities; 5 percent to total private equities; and 60 percent to fixed income. The actual allocations to these asset classes may vary

tactically around the long-term policy allocations based on relative market valuations.

Contributions and Future Benefit Payments

We do not expect to be required to make contributions to our defined benefit pension, other postretirement benefit, and

postemployment benefit plans in fiscal 2027. Actual fiscal 2027 contributions could exceed our current projections, as influenced by

our decision to undertake discretionary funding of our benefit trusts and future changes in regulatory requirements. Estimated benefit

payments, which reflect expected future service, as appropriate, are expected to be paid from fiscal 2027 to fiscal 2036 as follows:

In MillionsDefined Benefit Pension PlansOther Postretirement Benefit Plans Gross PaymentsPostemployment Benefit Plans
Fiscal 2027$372.6$30.9$21.6
Fiscal 2028377.230.018.1
Fiscal 2029381.629.216.2
Fiscal 2030385.428.614.7
Fiscal 2031389.227.413.6
Fiscal 2032 - 20361,969.5125.358.5

Defined Contribution Plans

The General Mills Savings Plan is a defined contribution plan that covers domestic salaried, hourly, nonunion, and certain union

employees. This plan is a 401(k) savings plan that includes a number of investment funds, including a Company stock fund and an

Employee Stock Ownership Plan (ESOP). Effective October 1, 2025, General Mills merged a money purchase plan for certain

domestic hourly employees into the General Mills Savings Plan. Assets of $20.1 million were transferred into the General Mills

Savings Plan, and no separate assets remained in the money purchase plan as of May 31, 2026. We also sponsor defined contribution

plans in many of our foreign locations. Our total recognized expense related to defined contribution plans was $97.6 million in fiscal

2026, $96.1 million in fiscal 2025, and $94.0 million in fiscal 2024.

We match a percentage of employee contributions to the General Mills Savings Plan. The Company match is directed to investment

options of the participant’s choosing. The number of shares of our common stock allocated to participants in the ESOP was 2.9 million

as of May 31, 2026, and 3.2 million as of May 25, 2025. The ESOP’s only assets are our common stock and temporary cash balances.

The Company stock fund and the ESOP collectively held $172.6 million and $292.7 million of Company common stock as of May 31,

2026, and May 25, 2025, respectively.

NOTE 15. INCOME TAXES

The components of earnings before income taxes and after-tax (loss) earnings from joint ventures and the corresponding income taxes

thereon are as follows:

Fiscal Year
In Millions202620252024
Earnings before income taxes and after-tax (loss) earnings from joint ventures:
United States$441.7$2,493.2$2,907.0
Foreign(36.2)341.8121.3
Total earnings before income taxes and after-tax earnings (loss) from joint ventures$405.5$2,835.0$3,028.3
Income taxes:
Currently payable:
Federal$101.2$549.0$512.8
State and local65.680.172.0
Foreign44.365.558.2
Total current211.1694.6643.0
Deferred:
Federal216.7(62.6)27.4
State and local1.9(3.3)9.7
Foreign(15.4)(55.0)(85.6)
Total deferred203.2(120.9)(48.5)
Total:
Federal317.9486.4540.2
State and local67.576.881.7
Foreign28.910.5(27.4)
Total income taxes$414.3$573.7$594.5

In fiscal 2026, we recorded a $1,500.0 million impairment charge related to the North America Pet reporting unit goodwill, which is

not deductible for tax purposes. Please see Note 6 for additional information.

The following table reconciles the United States federal statutory income tax with our effective income tax for fiscal 2026:

AmountPercent
United States federal statutory tax$85.221.0%
State and local income taxes, net of federal tax benefits (a)53.013.1
Foreign tax effects
Switzerland
Basis difference45.311.2
Other(5.2)(1.3)
Other foreign jurisdictions11.32.8
Effect of cross-border laws (b)(3.6)(0.9)
Tax Credits
Research and development(17.5)(4.3)
Other(14.0)(3.4)
Changes in valuation allowances(33.1)(8.2)
Nontaxable or nondeductible items
Nondeductible goodwill347.585.7
Other5.51.4
Changes in unrecognized tax benefits(9.5)(2.4)
Other adjustments
Basis difference(61.7)(15.2)
Other11.12.7
Effective income tax$414.3102.2%

(a)State taxes in California, Georgia, Illinois, New Jersey, Pennsylvania, Texas, and Wisconsin comprised the majority (greater than 50 percent) of

the tax effect in this category.

(b)Includes the impact of any tax credits.

The following table reconciles the United States federal statutory income tax rate to the effective income tax rate for fiscal 2025 and

fiscal 2024.

Fiscal Year
20252024
United States federal statutory tax21.0%21.0%
State and local income taxes, net of federal tax benefits2.12.1
Foreign rate differences(1.7)(1.6)
Research and development tax credit(1.5)(1.2)
Stock based compensation(0.2)(0.3)
Divestitures, net(0.3)—
Other, net0.8(0.4)
Effective income tax rate20.2%19.6%

Net income tax payments for fiscal 2026 were as follows:

In MillionsFiscal Year 2026
United States — federal$258.7
United States — state and local72.1
Foreign60.1
Total income taxes paid, net of refunds$390.9

Net income tax payments for fiscal 2025 and fiscal 2024 were as follows:

Fiscal Year
In Millions20252024
Total income taxes paid, net of refunds$599.2$660.5

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows:

In MillionsMay 31, 2026May 25, 2025
Accrued liabilities$40.4$42.9
Compensation and employee benefits119.1144.3
Unrealized hedges17.523.1
Pension62.974.2
Tax credit carryforwards89.858.1
Stock, partnership, and miscellaneous investments2.84.0
Capitalized research and development39.8305.5
Prepayments—65.9
Capital losses26.528.5
Net operating losses35.7265.2
Other138.3161.1
Gross deferred tax assets572.81,172.8
Valuation allowance214.6253.7
Net deferred tax assets358.2919.1
Brands1,341.51,436.0
Fixed assets394.3496.1
Intangible assets199.0247.3
Inventories33.731.3
Stock, partnership, and miscellaneous investments532.5512.2
Other123.0110.9
Gross deferred tax liabilities2,624.02,833.8
Net deferred tax liability$2,265.8$1,914.7

We have established a valuation allowance against certain of the categories of deferred tax assets described above as current evidence

does not suggest we will realize sufficient taxable income of the appropriate character (e.g., ordinary income versus capital gain

income) within the carryforward period to allow us to realize these deferred tax benefits.

Deferred income taxes classified as held for sale as of May 31, 2026, are excluded from the amounts above. See Note 3 for additional

information.

Information about our valuation allowance follows:

In MillionsMay 31, 2026
Pillsbury acquisition losses$109.0
State and foreign loss carryforwards50.1
Capital loss carryforwards26.5
Other29.0
Total$214.6

As of May 31, 2026, we believe it is more-likely-than-not that the remainder of our deferred tax assets are realizable.

Information about our tax loss carryforwards follows:

In MillionsMay 31, 2026
Foreign loss carryforwards$28.0
Federal operating loss carryforwards1.3
State operating loss carryforwards6.4
Total tax loss carryforwards$35.7

Our foreign loss carryforwards expire as follows:

In MillionsMay 31, 2026
Expire in fiscal 2027 and 2028$1.3
Expire in fiscal 2029 and beyond9.2
Do not expire17.5
Total foreign loss carryforwards$28.0

On July 4, 2025, legislation known as the One Big Beautiful Bill Act (OBBBA) was signed into law. The OBBBA makes changes to

the United States corporate income tax system, including, among other provisions, the immediate expensing of research and

development expenditures, and 100 percent bonus depreciation on qualified property. The impacts of the OBBBA are reflected in our

results for the fiscal year ended May 31, 2026, and there was no material impact to our income tax expense. As of the fiscal year ended

May 31, 2026, certain provisions of the OBBBA have impacted the timing of cash tax payments.

In December 2021, the Organization for Economic Cooperation and Development (OECD) established a framework, referred to as

Pillar 2, designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each

jurisdiction in which they operate. Numerous countries have already enacted the OECD model rules effective for taxable years

beginning after December 31, 2023, which for us was fiscal 2025. There was no material impact on our consolidated financial

statements. Several other countries have enacted or drafted legislation that is not yet effective for us, and we do not expect this

legislation to have a material impact on our consolidated financial statements. We will continue to monitor for new legislation and

guidance and evaluate any potential impact on our consolidated financial statements.

As of May 31, 2026, we have not recognized a deferred tax liability for unremitted earnings from foreign operations because we

currently believe our subsidiaries have invested the undistributed earnings indefinitely or the earnings will be remitted in a tax-neutral

transaction. It is not practicable for us to determine the amount of unrecognized tax expense on these reinvested earnings. Deferred

taxes are recorded for earnings of our foreign operations when we determine that such earnings are no longer indefinitely reinvested.

All earnings prior to fiscal 2018 remain permanently reinvested. Earnings from fiscal 2018 and later are not permanently reinvested

and local country withholding taxes are recorded on earnings each year.

We are subject to federal income taxes in the United States as well as various state, local, and foreign jurisdictions. A number of years

may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome or the

timing of resolution of any particular uncertain tax position, we believe that our liabilities for income taxes reflect the most likely

outcome. We adjust these liabilities, as well as the related interest, in light of changing facts and circumstances. Settlement of any

particular position would usually require the use of cash.

The number of years with open tax audits varies depending on the tax jurisdiction. Our major taxing jurisdiction is the United States

(federal and state). Various tax examinations by United States state taxing authorities could be conducted for any open tax year, which

vary by jurisdiction, but are generally from 3 to 5 years.

The Internal Revenue Service (IRS) is currently auditing our federal tax returns for fiscal 2018 through 2022. Several state and foreign

examinations are currently in progress. We do not expect these examinations to result in a material impact on our results of operations

or financial position. During fiscal 2024, we received a notice of proposed adjustment from the IRS associated with a capital loss from

fiscal 2019. We believe that we have meritorious defense 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. We have effectively

settled all issues with the IRS for fiscal years 2015 and prior.

The Brazilian tax authority, Secretaria da Receita Federal do Brasil (RFB), has concluded audits of our 2012 through 2020 tax return

years. These audits included a review of our determinations of amortization of certain goodwill arising from the acquisition of Yoki

Alimentos S.A. The RFB has proposed adjustments that effectively eliminate the goodwill amortization benefits related to this

transaction. We believe we have meritorious defenses and intend to continue to contest the disallowance for all years. Tax return years

2012 through 2013 have been resolved with no adjustments.

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.

The following table sets forth changes in our total gross unrecognized tax benefit liabilities, excluding accrued interest, for fiscal 2026

and fiscal 2025. Approximately $94.5 million of this total in fiscal 2026 represents the amount that, if recognized, would affect our

effective income tax rate in future periods. This amount differs from the gross unrecognized tax benefits presented in the table because

certain portions of the liabilities below would impact deferred taxes if recognized. We also would record a decrease in U.S. federal

income taxes upon recognition of the state tax benefits included therein. Our unrecognized tax benefit liability was classified in other

liabilities.

Fiscal Year
In Millions20262025
Balance, beginning of year$199.0$149.0
Tax positions related to current year:
Additions51.248.7
Tax positions related to prior years:
Additions2.813.0
Reductions(38.1)(2.8)
Settlements(6.3)(2.6)
Lapses in statutes of limitations(4.7)(6.3)
Balance, end of year$203.9$199.0

We report accrued interest and penalties related to unrecognized tax benefit liabilities in income tax expense. For fiscal 2026, we

recognized a net expense of $3.0 million of tax-related net interest and penalties, and had $29.1 million of accrued interest and

penalties as of May 31, 2026. For fiscal 2025, we recognized a net expense of $2.7 million of tax-related net interest and penalties, and

had $27.0 million of accrued interest and penalties as of May 25, 2025.

NOTE 16. COMMITMENTS AND CONTINGENCIES

As of May 31, 2026, we have issued guarantees with various terms of $164.4 million for the debt and other obligations of non-

consolidated affiliates, mainly CPW. This amount represents the maximum potential obligation that would be required to pay under

the guarantees. We have determined the likelihood of any significant amounts being paid under these guarantees to be remote. Off-

balance sheet arrangements were not material as of May 31, 2026.

NOTE 17. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

We operate in the packaged foods industry. Our operating segments are as follows: North America Retail, International, North

America Pet, and North America Foodservice.

Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers, membership

stores, natural food chains, drug, dollar and discount chains, convenience stores, and e-commerce grocery providers. Our product

categories in this business segment include ready-to-eat cereals, soup, meal kits, refrigerated and frozen dough products, dessert and

baking mixes, frozen pizza and pizza snacks, snack bars, fruit snacks, savory snacks, and a wide variety of organic products including

ready-to-eat cereal, frozen vegetables, meal kits, fruit snacks and snack bars.

Our International operating segment consists of retail and foodservice businesses outside of the United States and Canada. Our product

categories include super-premium ice cream and frozen desserts, meal kits, salty snacks, snack bars, dessert and baking mixes, shelf-

stable vegetables, and pet food products. We also sell super-premium ice cream and frozen desserts directly to consumers through

owned retail shops. Our International segment also includes products manufactured in the United States for export, mainly to

Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from

export activities are reported in the region or country where the end customer is located.

Our North America Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet

superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and

hospitals. Our product categories include dog and cat food (dry foods, wet foods, fresh foods, and treats) made with whole meats,

fruits, vegetables and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle, and

life-stage needs and span different product types, diet types, breed sizes for dogs, life-stages, flavors, product functions, and textures

and cuts for wet and fresh foods.

Our North America Foodservice segment consists of foodservice businesses in the United States and Canada. Our major product

categories in our North America Foodservice operating segment are ready-to-eat cereals, snacks, frozen meals, unbaked and fully

baked frozen dough products, baking mixes, and bakery flour. Many products we sell are branded to the consumer and nearly all are

branded to our customers. We sell to distributors and operators in many customer channels including foodservice, vending, and

supermarket bakeries.

Our CODM is the Chairman of the Board and Chief Executive Officer. The CODM predominantly uses segment operating profit in

the annual planning process which includes segment operating profit performance targets. The CODM assesses progress against

performance targets by comparing segment operating profit actual-to-plan variances on a monthly basis. The performance assessment

completed by the CODM is used to determine whether resource allocations require adjustment and contributes to the determination of

incentive compensation.

Operating profit for these segments excludes unallocated corporate items, gain or loss on divestitures, and restructuring,

transformation, impairment, and other exit costs. Results from certain businesses managed by our Strategic Growth Office are

included within corporate and other net sales and unallocated corporate items within operating profit. Unallocated corporate items also

include corporate overhead expenses, variances to planned North American employee benefits and incentives, certain charitable

contributions, restructuring initiative project-related costs, gains and losses on corporate investments, and other items that are not part

of our measurement of segment operating performance. These include gains and losses arising from the revaluation of certain grain

inventories and gains and losses from mark-to-market valuation of certain commodity positions until passed back to our operating

segments. These items affecting operating profit are centrally managed at the corporate level and are excluded from the measure of

segment profitability reviewed by executive management. Under our supply chain organization, our manufacturing, warehouse, and

distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. As a result,

fixed assets and depreciation and amortization expenses are neither maintained nor available by operating segment.

Our operating segment results were as follows:

Fiscal Year 2026
In MillionsNorth America RetailInternationalNorth America PetNorth America FoodserviceTotal
Segment net sales$10,571.8$3,043.8$2,613.3$2,169.5$18,398.4
Corporate and other net sales26.2
Total net sales$18,424.6
Cost of sales$6,793.2$2,235.5$1,568.6$1,663.3
Selling, general, and administrative expenses1,589.6619.6545.9173.2
Segment operating profit$2,189.0$188.7$498.8$333.0$3,209.5
Unallocated corporate items402.3
Divestitures gain, net(1,049.4)
Restructuring, transformation, impairment, and other exit costs2,970.8
Operating profit$885.8
Fiscal Year 2025
In MillionsNorth America RetailInternationalNorth America PetNorth America FoodserviceTotal
Segment net sales$11,907.0$2,797.8$2,470.8$2,300.9$19,476.5
Corporate and other net sales10.1
Total net sales$19,486.6
Cost of sales$7,472.1$2,110.6$1,476.4$1,772.9
Selling, general, and administrative expenses1,705.0590.8493.4172.6
Segment operating profit$2,729.9$96.4$501.0$355.4$3,682.7
Unallocated corporate items395.5
Divestiture gain(95.9)
Restructuring, transformation, impairment, and other exit costs78.3
Operating profit$3,304.8
Fiscal Year 2024
In MillionsNorth America RetailInternationalNorth America PetNorth America FoodserviceTotal
Segment net sales$12,473.4$2,746.5$2,375.8$2,258.7$19,854.4
Corporate and other net sales2.8
Total net sales$19,857.2
Cost of sales$7,650.8$2,073.4$1,446.8$1,781.9
Selling, general, and administrative expenses1,742.2547.9443.1161.3
Segment operating profit$3,080.4$125.2$485.9$315.5$4,007.0
Unallocated corporate items333.9
Restructuring, impairment, and other exit costs241.4
Operating profit$3,431.7

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

Fiscal Year
In Millions202620252024
Big G Cereal & Canada (a)$3,153.4$4,311.8$4,610.2
U.S. Snacks3,212.63,356.33,538.9
U.S. Meals & Baking Solutions4,205.84,238.94,324.3
Total$10,571.8$11,907.0$12,473.4

(a)Upon completion of the United States yogurt business divestiture in fiscal 2026, the former U.S. Morning Foods and Canada operating units

were combined into a new Big G Cereal & Canada operating unit. Prior period amounts have been recast to conform to the current period

presentation. This did not result in a change to the composition of our reportable segments or information reviewed by our CODM.

Net sales by class of similar products were as follows:

Fiscal Year
In Millions202620252024
Snacks$4,138.5$4,187.4$4,327.3
Cereal3,089.73,078.63,187.5
Convenient meals2,870.92,816.12,906.5
Pet2,766.42,585.82,382.7
Dough2,396.02,384.22,423.6
Baking mixes and ingredients1,926.11,940.21,996.0
Yogurt102.01,391.61,482.5
Super-premium ice cream782.7721.6728.7
Other352.3381.1422.4
Total$18,424.6$19,486.6$19,857.2

The following tables provide financial information by geographic area:

Fiscal Year
In Millions202620252024
Net sales:
United States$14,704.7$15,780.4$16,062.2
Non-United States3,719.93,706.23,795.0
Total$18,424.6$19,486.6$19,857.2
In MillionsMay 31, 2026May 25, 2025
Cash and cash equivalents:
United States$46.2$47.8
Non-United States407.6316.1
Total$453.8$363.9
In MillionsMay 31, 2026May 25, 2025
Land, buildings, and equipment:
United States$2,965.6$3,036.6
Non-United States477.8596.0
Total$3,443.4$3,632.6

Please see Note 3 for additional information on cash and cash equivalents and land, buildings, and equipment classified as held for

sale as of May 31, 2026, and therefore excluded from the information above.

NOTE 18. SUPPLEMENTAL INFORMATION

The components of certain Consolidated Balance Sheets accounts are as follows:

In MillionsMay 31, 2026May 25, 2025
Receivables:
Customers$1,679.9$1,829.1
Less allowance for doubtful accounts(33.1)(33.2)
Total$1,646.8$1,795.9
In MillionsMay 31, 2026May 25, 2025
Inventories:
Finished goods$1,914.1$1,883.9
Raw materials and packaging488.2460.0
Grain101.9112.5
Excess of FIFO over LIFO cost (a)(586.3)(545.6)
Total$1,917.9$1,910.8

(a)Inventories of $1,278.3 million as of May 31, 2026, and $1,305.6 million as of May 25, 2025, were valued at LIFO. During fiscal 2026, LIFO

inventory layers were reduced. Results of operations were not materially affected by these liquidations of LIFO inventory. The difference

between replacement cost and the stated LIFO inventory value is not materially different from the reserve for the LIFO valuation method.

In MillionsMay 31, 2026May 25, 2025
Prepaid expenses and other current assets:
Prepaid expenses$284.9$269.0
Other receivables243.2141.2
Derivative receivables53.411.6
Miscellaneous18.342.9
Total$599.8$464.7
In MillionsMay 31, 2026May 25, 2025
Land, buildings, and equipment:
Equipment$6,971.3$6,722.2
Buildings2,528.12,535.8
Construction in progress487.6598.1
Capitalized software470.2531.6
Land46.950.4
Equipment under finance lease7.27.3
Buildings under finance lease0.30.3
Total land, buildings, and equipment10,511.610,445.7
Less accumulated depreciation(7,068.2)(6,813.1)
Total$3,443.4$3,632.6
In MillionsMay 31, 2026May 25, 2025
Other assets:
Right of use operating lease assets$384.8$399.1
Investments in and advances to joint ventures254.7431.9
Pension assets185.0144.7
Deferred income taxes—186.1
Miscellaneous291.2297.2
Total$1,115.7$1,459.0
In MillionsMay 31, 2026May 25, 2025
Other current liabilities:
Accrued trade and consumer promotions$547.0$527.2
Accrued payroll284.3311.7
Accrued interest, including interest rate swaps128.6148.9
Current portion of operating lease liabilities102.0115.3
Restructuring, transformation, and other exit costs reserve49.977.1
Accrued taxes49.8102.1
Dividends payable23.022.9
Derivative payables15.131.5
Miscellaneous273.1287.3
Total$1,472.8$1,624.0
In MillionsMay 31, 2026May 25, 2025
Other non-current liabilities:
Accrued compensation and benefits, including obligations for underfunded other postretirement benefit and postemployment benefit plans$641.1$642.5
Non-current portion of operating lease liabilities300.4302.8
Accrued taxes157.9215.9
Miscellaneous80.867.4
Total$1,180.2$1,228.6

Please see Note 3 for additional information on certain assets and liabilities classified as held for sale as of May 31, 2026.

Certain Consolidated Statements of (Loss) Earnings amounts are as follows:

Fiscal Year
In Millions202620252024
Depreciation and amortization$555.2$539.0$552.7
Research and development expense256.0256.6257.8
Advertising and media expense (including production and communication costs)873.6847.5824.6

The components of interest, net are as follows:

Fiscal Year
In Millions202620252024
Interest expense$581.1$559.6$509.4
Capitalized interest(11.5)(10.8)(11.4)
Interest income(31.0)(24.6)(18.8)
Interest, net$538.6$524.2$479.2

NOTE 19. QUARTERLY DATA (UNAUDITED)

Summarized quarterly data for fiscal 2026 and fiscal 2025 follows:

First QuarterSecond QuarterThird QuarterFourth Quarter
Fiscal YearFiscal YearFiscal YearFiscal Year
In Millions, Except Per Share Amounts20262025202620252026202520262025
Net sales$4,517.5$4,848.1$4,860.8$5,240.1$4,436.7$4,842.2$4,609.6$4,556.2
Gross margin1,532.81,688.81,692.51,931.11,366.91,639.11,603.51,474.0
Net earnings (loss) attributable to General Mills1,204.2579.9413.0795.7303.1625.6(2,007.9)294.0
EPS:
Basic$2.22$1.03$0.78$1.43$0.57$1.14$(3.74)$0.53
Diluted$2.22$1.03$0.78$1.42$0.56$1.12$(3.74)$0.53

In the fourth quarter of fiscal 2026, we recorded a $1,500.0 million non-cash goodwill impairment charge related to our North

America Pet reporting unit and $250.0 million of non-cash impairment charges related to our Nudges and True Chews brand intangible

assets. Also, we recorded a $1,031.8 million non-cash pre-tax valuation loss related to the planned divestiture of our Brazil business.

Additionally, we recorded $20.0 million of restructuring charges related to the multi-year organizational initiative to increase the

competitiveness of our supply chain and $12.2 million of restructuring and transformation charges related to actions previously

announced. In addition, after-tax loss from joint ventures was $17.6 million, primarily driven by our share of losses related to the sale

of certain assets at CPW. We also recorded $14.8 million of transaction costs, primarily related to the definitive agreement to sell our

Brazil business.

In the fourth quarter of fiscal 2025, we approved a multi-year global transformation initiative to drive increased productivity by

enhancing end-to-end business processes and recorded $70.1 million of charges. We also recorded $17.4 million of restructuring

charges related to actions previously announced. Additionally, we purchased the outstanding GMC Class A Interests from the third-

party holder for $252.8 million, which reflected an original capital account balance of $242.3 million and $10.5 million primarily

related to capital account appreciation. We also recorded $16.2 million of transaction costs, primarily related to the definitive

agreement to sell our U.S. yogurt business, and $6.7 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.

Glossary

AOCI. Accumulated other comprehensive income (loss).

Adjusted diluted EPS. Diluted EPS adjusted for certain items affecting year-to-year comparability.

Adjusted operating profit. Operating profit adjusted for certain items affecting year-to-year comparability.

Adjusted operating profit margin. Operating profit adjusted for certain items affecting year-to-year comparability, divided by net

sales.

Constant currency. Financial results translated to United States dollars using constant foreign currency exchange rates based on the

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. Accounts receivable plus inventories less accounts payable, all as of the last day of our fiscal year.

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 equity prices.

Earnings before interest, taxes, depreciation and amortization (EBITDA). The calculation of earnings before income taxes and

after-tax earnings from joint ventures, net interest, depreciation and amortization.

Euribor. European Interbank Offered Rate.

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. Net cash provided by operating activities less purchases of land, buildings, and equipment.

Free cash flow conversion rate. Free cash flow divided by our net earnings, including earnings attributable to noncontrolling interests

adjusted for certain items affecting year-to-year comparability.

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 interests and the

related fair values of net assets acquired.

Gross margin. Net sales less cost of sales.

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). Company-wide initiative to use productivity savings, mix management, and price realization

to offset input cost inflation, protect margins, and generate funds to reinvest in sales-generating activities.

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.

Net debt. Long-term debt, current portion of long-term debt, and notes payable, less cash and cash equivalents.

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 consolidated subsidiaries held by third parties.

Notional principal amount. The principal amount on which fixed-rate or floating-rate interest payments are calculated.

OCI. Other comprehensive (loss) income.

Operating cash flow conversion rate. Net cash provided by operating activities, divided by net earnings, including earnings

attributable to noncontrolling interests.

Organic net sales growth. Net sales growth adjusted for foreign currency translation, as well as acquisitions, divestitures, and a 53rd

week impact, 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. Secured Overnight Financing Rate.

Strategic Revenue Management (SRM). A company-wide capability focused on generating sustainable benefits from net price

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. Costs incurred to produce and deliver product, including costs for ingredients and conversion, inventory

management, logistics, and warehousing.

Total debt. Notes payable and long-term debt, including current portion.

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.

Previous: Item 7A. of this report. · Next: Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure