General Mills 10-Q 2026-08-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED AUGUST 30, 2026

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____________________ TO _________

Commission file number: 001-01185

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GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware	41-0274440
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota	55426
(Address of principal executive offices)	(Zip Code)

(763) 764-7600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.10 par value		GIS		New York Stock Exchange
1.500% Notes due 2027		GIS 27		New York Stock Exchange
3.907% Notes due 2029		GIS 29		New York Stock Exchange
3.650% Notes due 2030		GIS 30A		New York Stock Exchange
3.600% Notes due 2032		GIS 32		New York Stock Exchange
3.850% Notes due 2034		GIS 34		New York Stock Exchange
4.750% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056		GIS 56		New York Stock Exchange
5.250% Series B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056		GIS 56A		New York Stock Exchange

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑		Accelerated filer	☐		Non-accelerated filer	☐		Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Number of shares of Common Stock outstanding as of September 16, 2026: 534,687,144 (excluding 219,926,184 shares held in the

treasury).

General Mills, Inc.

Table of Contents

	Page
PART I – Financial Information
Item 1. Financial Statements
Consolidated Statements of Earnings for the quarters ended August 30, 2026 and August 24, 2025	4
Consolidated Statements of Comprehensive Income for the quarters ended August 30, 2026 and August 24, 2025	5
Consolidated Balance Sheets as of August 30, 2026 and May 31, 2026	6
Consolidated Statements of Total Equity for the quarters ended August 30, 2026 and August 24, 2025	7
Consolidated Statements of Cash Flows for the quarters ended August 30, 2026 and August 24, 2025	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	35
Item 4. Controls and Procedures	36
PART II – Other Information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5. Other Information	36
Item 6. Exhibits	37
Signatures	38

PART I. FINANCIAL INFORMATION

Consolidated Statements of Earnings

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

	Quarter Ended
	Aug. 30, 2026		Aug. 24, 2025
Net sales	$4,389.5		$4,517.5
Cost of sales	2,902.3		2,984.7
Selling, general, and administrative expenses	832.2		845.1
Divestitures gain	—		(1,054.4)
Restructuring, transformation, impairment, and other exit costs	21.4		16.3
Operating profit	633.6		1,725.8
Benefit plan non-service income	(10.6)		(15.1)
Interest, net	142.2		132.8
Earnings before income taxes and after-tax earnings from joint ventures	502.0		1,608.1
Income taxes	122.8		410.9
After-tax earnings from joint ventures	18.9		6.8
Net earnings, including earnings (loss) attributable to noncontrolling interests	398.1		1,204.0
Net earnings (loss) attributable to noncontrolling interests	1.1		(0.2)
Net earnings attributable to General Mills	$397.0		$1,204.2
Earnings per share – basic	$0.74		$2.22
Earnings per share – diluted	$0.74		$2.22

See accompanying notes to consolidated financial statements

Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

	Quarter Ended
	Aug. 30, 2026		Aug. 24, 2025
Net earnings, including earnings (loss) attributable to noncontrolling interests	$398.1		$1,204.0
Other comprehensive income (loss), net of tax
Foreign currency translation	(8.3)		(64.7)
Net actuarial loss	—		(7.5)
Other fair value changes:
Hedge derivatives	1.5		5.0
Reclassification to earnings:
Hedge derivatives	0.5		0.8
Amortization of losses and prior service costs	11.8		11.4
Other comprehensive income (loss), net of tax	5.5		(55.0)
Total comprehensive income	403.6		1,149.0
Comprehensive income attributable to noncontrolling interests	1.2		0.3
Comprehensive income attributable to General Mills	$402.4		$1,148.7

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

	Aug. 30, 2026		May 31, 2026
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$433.1		$453.8
Receivables	1,775.2		1,646.8
Inventories	2,163.2		1,917.9
Prepaid expenses and other current assets	512.8		599.8
Total current assets	4,884.3		4,618.3
Land, buildings, and equipment	3,383.4		3,443.4
Goodwill	14,113.1		14,122.4
Other intangible assets	6,710.2		6,716.9
Other assets	1,182.4		1,115.7
Total assets	$30,273.4		$30,016.7
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$3,715.2		$3,729.5
Current portion of long-term debt	1,046.8		1,053.6
Notes payable	201.6		68.4
Other current liabilities	1,473.4		1,472.8
Liabilities held for sale	503.0		449.8
Total current liabilities	6,940.0		6,774.1
Long-term debt	12,367.2		12,416.0
Deferred income taxes	2,260.4		2,265.8
Other liabilities	1,242.0		1,180.2
Total liabilities	22,809.6		22,636.1
Stockholders’ equity:
Common stock, 754.6 shares issued, $0.10 par value	75.5		75.5
Additional paid-in capital	1,153.0		1,200.9
Retained earnings	20,581.4		20,514.9
Common stock in treasury, at cost, shares of 219.9 and 220.9	(11,842.6)		(11,900.6)
Accumulated other comprehensive loss	(2,516.9)		(2,522.3)
Total stockholders’ equity	7,450.4		7,368.4
Noncontrolling interests	13.4		12.2
Total equity	7,463.8		7,380.6
Total liabilities and equity	$30,273.4		$30,016.7

See accompanying notes to consolidated financial statements.

Consolidated Statements of Total Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

	Quarter Ended
	Aug. 30, 2026				Aug. 24, 2025
	Shares		Amount		Shares		Amount
Total equity, beginning balance			$7,380.6				$9,211.2
Common stock, 1 billion shares authorized, $0.10 par value	754.6		75.5		754.6		75.5
Additional paid-in capital:
Beginning balance			1,200.9				1,218.8
Stock compensation plans			18.3				(11.0)
Unearned compensation related to stock unit awards			(87.7)				(65.5)
Earned compensation			21.5				14.8
Shares purchased			—				(50.0)
Ending balance			1,153.0				1,107.1
Retained earnings:
Beginning balance			20,514.9				21,917.8
Net earnings attributable to General Mills			397.0				1,204.2
Cash dividends declared ($0.61 and $0.61 per share)			(330.5)				(330.9)
Ending balance			20,581.4				22,791.1
Common stock in treasury:
Beginning balance	(220.9)		(11,900.6)		(212.2)		(11,467.9)
Shares purchased, including excise tax of $— and $4.0 million	—		—		(8.7)		(454.0)
Stock compensation plans	1.0		58.0		1.0		55.3
Ending balance	(219.9)		(11,842.6)		(219.9)		(11,866.6)
Accumulated other comprehensive loss:
Beginning balance			(2,522.3)				(2,545.0)
Comprehensive income (loss)			5.4				(55.5)
Ending balance			(2,516.9)				(2,600.5)
Noncontrolling interests:
Beginning balance			12.2				12.0
Comprehensive income			1.2				0.3
Ending balance			13.4				12.3
Total equity, ending balance			$7,463.8				$9,518.9

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

	Quarter Ended
	Aug. 30, 2026		Aug. 24, 2025
Cash Flows - Operating Activities
Net earnings, including earnings (loss) attributable to noncontrolling interests	$398.1		$1,204.0
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	139.8		138.7
After-tax earnings from joint ventures	(18.9)		(6.8)
Distributions of earnings from joint ventures	10.9		26.9
Stock-based compensation	21.8		15.1
Deferred income taxes	(18.0)		10.0
Pension and other postretirement benefit plan contributions	(6.6)		(5.2)
Pension and other postretirement benefit plan costs	(3.0)		(6.7)
Divestitures gain	—		(1,054.4)
Restructuring, transformation, impairment, and other exit costs	21.0		(2.7)
Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures	(251.5)		58.8
Other, net	4.2		19.3
Net cash provided by operating activities	297.8		397.0
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment	(90.5)		(109.5)
Proceeds from divestitures	—		1,803.4
Investments in affiliates, net	(25.4)		—
Proceeds from disposal of land, buildings, and equipment	—		2.8
Other, net	—		(1.9)
Net cash (used) provided by investing activities	(115.9)		1,694.8
Cash Flows - Financing Activities
Change in notes payable	132.7		(654.8)
Proceeds from common stock issued on exercised options	—		0.2
Purchases of common stock for treasury	—		(500.0)
Dividends paid	(330.5)		(330.9)
Other, net	(11.8)		(21.7)
Net cash used by financing activities	(209.6)		(1,507.2)
Effect of exchange rate changes on cash and cash equivalents	(0.2)		4.4
(Decrease) increase in cash and cash equivalents	(27.9)		589.0
Cash and cash equivalents - beginning of year (includes $37.9 million of cash classified as held for sale as of May 31, 2026)	491.7		363.9
Cash and cash equivalents - end of period (includes $30.7 million of cash classified as held for sale as of Aug. 30, 2026)	$463.8		$952.9
Cash Flows from changes in current assets and liabilities, excluding the effects of acquisitions and divestitures:
Receivables	$(58.5)		$0.9
Inventories	(261.1)		(135.2)
Prepaid expenses and other current assets	90.4		36.6
Accounts payable	(32.1)		(252.5)
Other current liabilities	9.8		409.0
Changes in current assets and liabilities	$(251.5)		$58.8

See accompanying notes to consolidated financial statements.

GENERAL MILLS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Background

The accompanying Consolidated Financial Statements of General Mills, Inc. (we, us, our, General Mills, or the Company) have been

prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information

and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures

required for comprehensive financial statements. In the opinion of management, all adjustments considered necessary for a fair

presentation have been included and are of a normal recurring nature, including the elimination of all intercompany transactions.

Operating results for the fiscal quarter ended August 30, 2026, are not necessarily indicative of the results that may be expected for the

fiscal year ending May 30, 2027.

These statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual

Report on Form 10-K for the fiscal year ended May 31, 2026. The accounting policies used in preparing these Consolidated Financial

Statements are the same as those described in Note 2 to the Consolidated Financial Statements in that Form 10-K.

Certain terms used throughout this report are defined in the “Glossary” section below.

(2) 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.

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 August 30, 2026, and May 31, 2026. In the fourth quarter of fiscal 2026, upon initial

classification of the disposal group as held for sale, 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 included the impact of accumulated foreign currency translation losses that will be reclassified to earnings

upon sale. In the first quarter of fiscal 2027, we recorded an additional non-cash pre-tax loss of $23.7 million based on changes to the

carrying value of the disposal group, including the change in accumulated foreign currency translation losses, and a revised estimate of

net proceeds. We recorded the loss in restructuring, transformation, impairment, and other exit costs in our Consolidated Statements of

Earnings, and adjusted the reserve for assets held for sale and accrual for the loss in excess of assets held for sale accordingly.

On September 2, 2026, subsequent to the end of the first quarter of fiscal 2027, we completed the sale of our business in Brazil to

3corações. We expect to record certain customary post-closing sale price adjustments in the second quarter of fiscal 2027.

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

In Millions	Aug. 30, 2026
Cash and cash equivalents	$30.7
Receivables	87.7
Inventories	74.9
Prepaid expenses and other current assets	12.0
Land, buildings, and equipment	134.0
Other intangible assets	55.0
Deferred income taxes	254.6
Other assets	40.7
Gross assets held for sale	$689.6
Reserve for assets held for sale	(689.6)
Assets held for sale	$—
Accounts payable	$79.9
Other current liabilities	36.9
Other liabilities	20.3
Gross liabilities held for sale	137.1
Loss in excess of assets held for sale	365.9
Liabilities held for sale	$503.0

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.

(3) Restructuring, Transformation, Impairment, and Other Exit Costs

Restructuring, transformation, and impairment charges were as follows:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Valuation loss on held for sale business	$23.7		$—
Charges associated with restructuring and transformation actions previously announced	0.2		18.3
Total	$23.9		$18.3

In the first quarter of fiscal 2027, we recorded an additional $23.7 million non-cash pre-tax valuation loss related to the planned

divestiture of our Brazil business. Please see Note 2 for additional information.

In the first quarter of fiscal 2027, we did not undertake any new restructuring or transformation actions. We recorded $0.2 million of

restructuring and transformation charges in the first quarter of fiscal 2027 and $18.3 million of restructuring and transformation

charges in the first quarter of fiscal 2026 related to actions previously announced. We expect these actions to be completed by the end

of fiscal 2030.

We paid net $2.9 million of cash in the first quarter of fiscal 2027 related to restructuring and transformation actions. We paid net

$21.0 million of cash in the same period of fiscal 2026.

Restructuring, transformation, and impairment charges are recorded in our Consolidated Statements of Earnings as follows:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Restructuring, transformation, impairment, and other exit costs	$21.4		$16.3
Cost of sales	2.5		2.0
Total restructuring, transformation, and impairment charges	$23.9		$18.3

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

In Millions	Total
Reserve balance as of May 31, 2026	$49.9
Fiscal 2027 charges, including foreign currency translation	0.2
Utilized in fiscal 2027	(9.6)
Reserve balance as of Aug. 30, 2026	$40.5

The restructuring, transformation, and other exit cost reserves balance as of August 30, 2026, is primarily related to severance costs.

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.

(4) Goodwill and Other Intangible Assets

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

In Millions		Aug. 30, 2026		May 31, 2026
Goodwill		$14,113.1		$14,122.4
Other intangible assets:
Intangible assets not subject to amortization:
Brands		6,470.9		6,472.2
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles		412.3		412.4
Less accumulated amortization		(173.0)		(167.7)
Intangible assets subject to amortization, net		239.3		244.7
Other intangible assets		6,710.2		6,716.9
Total		$20,823.3		$20,839.3

Based on the carrying value of finite-lived intangible assets as of August 30, 2026, annual 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 during the three-month period ended August 30, 2026, were as follows:

In Millions		North America Retail		North America Pet (a)		North America Foodservice		International		Corporate and Joint Ventures		Total
Balance as of May 31, 2026		$6,318.2		$5,617.6		$755.3		$978.2		$453.1		$14,122.4
Other activity, primarily foreign currency translation		(0.8)		—		—		(5.7)		(2.8)		(9.3)
Balance as of Aug. 30, 2026		$6,317.4		$5,617.6		$755.3		$972.5		$450.3		$14,113.1

(a)The carrying amounts of goodwill within the North America Pet segment as of May 31, 2026, and August 30, 2026, were net of accumulated

impairment losses of $1,500.0 million.

The changes in the carrying amount of other intangible assets during the three-month period ended August 30, 2026, were as follows:

In Millions		Total
Balance as of May 31, 2026		$6,716.9
Other activity, primarily amortization and foreign currency translation		(6.7)
Balance as of Aug. 30, 2026		$6,710.2

In addition, we had $55.0 million of other intangible assets classified as held for sale as of August 30, 2026.

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, in the fourth quarter of fiscal 2026 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 in the fourth quarter of fiscal 2026. 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.

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.

(5) Inventories

The components of inventories were as follows:

In Millions	Aug. 30, 2026		May 31, 2026
Finished goods	$2,159.3		$1,914.1
Raw materials and packaging	497.8		488.2
Grain	123.0		101.9
Excess of FIFO over LIFO cost	(616.9)		$(586.3)
Total	$2,163.2		$1,917.9

In addition, we had $74.9 million of inventories classified as held for sale as of August 30, 2026.

(6) Risk Management Activities

Many commodities we use in the production and distribution of our products are exposed to market price risks. We utilize derivatives

to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils (principally soybean),

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

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

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

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

below our planned cost.

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

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

currently in cost of sales in our Consolidated Statements of Earnings.

Although we do not meet the criteria for cash flow hedge accounting, we believe that these instruments are effective in achieving our

objective of providing certainty in the future price of commodities purchased for use in our supply chain. Accordingly, for purposes of

measuring segment operating performance, these gains and losses are reported in unallocated corporate items outside of segment

operating results until such time that the exposure we are managing affects earnings. At that time, we reclassify the gain or loss from

unallocated corporate items to segment operating profit, allowing our operating segments to realize the economic effects of the

derivative without experiencing any resulting mark-to-market volatility, which remains in unallocated corporate items.

Unallocated corporate items for the quarters ended August 30, 2026, and August 24, 2025, included:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Net gain (loss) on mark-to-market valuation of certain commodity positions	$49.2		$(0.5)
Net gain on commodity positions reclassified from unallocated corporate items to segment operating profit	(29.8)		(1.4)
Net mark-to-market revaluation of certain grain inventories	10.1		(6.6)
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items	$29.5		$(8.5)

As of August 30, 2026, the net notional value of commodity derivatives was $126.0 million, of which $63.9 million related to

agricultural inputs and $62.1 million related to energy inputs. 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. These contracts

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

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

euro-denominated bonds as follows:

In Millions	Aug. 30, 2026		May 31, 2026
Euro-denominated bonds - principal amount	€5,071.7		€5,084.5

The fair values of the derivative positions used in our risk management activities and other assets recorded at fair value were not

material as of August 30, 2026, and were Level 1 or Level 2 assets and liabilities in the fair value hierarchy. We did not significantly

change our valuation techniques from prior periods.

We offer certain suppliers access to third-party services that allow them to view our scheduled payments online. The third-party

services also allow suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party.

We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third parties, or any

financial institutions concerning these services, including not providing any form of guarantee and not pledging assets as security to

the third parties or financial institutions. All of our accounts payable remain as obligations to our suppliers as stated in our supplier

agreements.

In Millions	Aug. 30, 2026		May 31, 2026
Accounts payable to suppliers utilizing these third-party services (a)	$1,354.3		$1,399.6

(a)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.

(7) Debt

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

	Aug. 30, 2026				May 31, 2026
In Millions	Notes Payable		Weighted- Average Interest Rate		Notes Payable		Weighted- Average Interest Rate
U.S. commercial paper	$190.0		3.8%		$60.0		3.8%
Financial institutions	11.6		5.2		8.4		4.6
Total	$201.6		3.9%		$68.4		3.9%

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 August 30, 2026:

In Millions	Borrowing Capacity		Borrowed Amount
Committed credit facility expiring October 2029	$2,700.0		$—
Uncommitted credit facilities and lines of credit	776.4		11.6
Total	$3,476.4		$11.6

We are in compliance with all credit facility covenants.

Long-Term Debt

The fair value of our long-term debt was estimated using market quotations and discounted cash flows based on our current

incremental borrowing rates for similar types of instruments. Long-term debt is a Level 2 liability in the fair value hierarchy. The fair

value and carrying amount of our long-term debt, including the current portion, were as follows:

In Millions	Aug. 30, 2026		May 31, 2026
Fair Value	$12,752.3		$12,968.8
Carrying Amount	13,414.0		13,469.6

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 by us 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 fourth quarter of fiscal 2026.

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.

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

(8) Stockholders’ Equity

The following tables provide details of total comprehensive income:

	Quarter Ended						Quarter Ended
	Aug. 30, 2026						Aug. 24, 2025
	General Mills				Noncontrolling Interests		General Mills				Noncontrolling Interests
In Millions	Pretax	Tax	Net		Net		Pretax	Tax	Net		Net
Net earnings, including earnings (loss) attributable to noncontrolling interests			$397.0		$1.1				$1,204.2		$(0.2)
Other comprehensive income (loss):
Foreign currency translation	$0.2	$(8.6)	(8.4)		0.1		$(104.1)	$38.9	(65.2)		0.5
Net actuarial loss	—	—	—		—		(7.5)	—	(7.5)		—
Other fair value changes:
Hedge derivatives	2.2	(0.7)	1.5		—		6.2	(1.2)	5.0		—
Reclassification to earnings:
Hedge derivatives (a)	0.5	—	0.5		—		0.9	(0.1)	0.8		—
Amortization of losses and prior service costs (b)	15.6	(3.8)	11.8		—		14.6	(3.2)	11.4		—
Other comprehensive income (loss):	$18.5	$(13.1)	5.4		0.1		$(89.9)	$34.4	(55.5)		0.5
Total comprehensive income			$402.4		$1.2				$1,148.7		$0.3

(a)Loss reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and selling, general, and administrative (SG&A) expenses for foreign

exchange contracts.

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

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

In Millions	Aug. 30, 2026		May 31, 2026
Foreign currency translation adjustments	$(874.4)		$(866.0)
Unrealized loss from hedge derivatives	(2.8)		(4.8)
Pension, other postretirement, and postemployment benefits:
Net actuarial loss	(1,681.7)		(1,698.3)
Prior service credits	42.0		46.8
Accumulated other comprehensive loss	$(2,516.9)		$(2,522.3)

(9) Stock Plans

We have various stock-based compensation programs under which awards, including stock options, restricted stock, restricted stock

units, and performance awards, may be granted to employees and non-employee directors. These programs and related accounting are

described in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended

May 31, 2026.

Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings was as follows:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Compensation expense related to stock-based payments	$21.8		$15.1

Shortfall tax expense from stock-based payments in income tax expense in our Consolidated Statements of Earnings were as follows:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Shortfall tax expense from stock-based payments	$(5.5)		$(1.5)

As of August 30, 2026, unrecognized compensation expense related to non-vested stock options, restricted stock units, and

performance share units was $184.4 million. This expense will be recognized over 29 months on average.

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

were as follows:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Net cash proceeds	$—		$0.2
Intrinsic value of options exercised	$—		$—

We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make

predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We

estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of

volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did

not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than

6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions

is explained in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year

ended May 31, 2026.

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

follows:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Estimated fair values of stock options granted	$4.79		$9.45
Assumptions:
Risk-free interest rate	4.5%		4.2%
Expected term	8.0 years		8.0 years
Expected volatility	22.6%		22.3%
Dividend yield	6.8%		4.7%

The total grant date fair value of restricted stock unit awards that vested during the period was as follows:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Total grant date fair value	$91.6		$98.6

(10) Earnings Per Share

Basic and diluted earnings per share (EPS) were calculated using the following:

	Quarter Ended
In Millions, Except per Share Data	Aug. 30, 2026		Aug. 24, 2025
Net earnings attributable to General Mills	$397.0		$1,204.2
Average number of common shares – basic EPS	537.4		541.3
Incremental share effect from: (a)
Stock options	—		0.2
Restricted stock units and performance share units	0.5		1.0
Average number of common shares – diluted EPS	537.9		542.5
Earnings per share – basic	$0.74		$2.22
Earnings per share – diluted	$0.74		$2.22

(a)Incremental shares from stock options, restricted stock units, and performance share units are computed by the treasury stock method. Stock

options, restricted stock units, and performance share units excluded from our computation of diluted EPS because they were not dilutive were

as follows:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Anti-dilutive stock options, restricted stock units, and performance share units	15.7		11.6

(11) Share Repurchases

Share repurchases were as follows:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Shares of common stock	—		8.7
Aggregate purchase price	$—		$454.0

In 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 based on the closing price of

our common stock on July 1, 2025. The value of the initial shares delivered under the ASR agreements represented 80 percent of the

aggregate purchase price, with a fair value of $400.0 million.

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

average purchase price for the first ASR agreement was $50.41 per share, not including costs of execution or excise tax.

In the first quarter of fiscal 2026, we recorded the transactions under the ASR agreements on our Consolidated Balance Sheets as an

increase in treasury stock of $450.0 million and a decrease in additional paid-in capital of $50.0 million. The delivery of 8.7 million

shares of our common stock during the first quarter of fiscal 2026 under the ASR agreements reduced the outstanding shares used to

determine our weighted average shares outstanding for purpose of calculating basic and diluted EPS for the first quarter of fiscal 2026.

(12) Statements of Cash Flows

Our Consolidated Statements of Cash Flows include the following:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Net cash interest payments	$93.3		$125.9
Net income tax payments	$20.7		$24.8

(13) Retirement and Postemployment Benefits

Components of net periodic benefit expense (income) are as follows:

	Defined Benefit Pension Plans				Other Postretirement Benefit Plans				Postemployment Benefit Plans
	Quarter Ended				Quarter Ended				Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025		Aug. 30, 2026		Aug. 24, 2025		Aug. 30, 2026		Aug. 24, 2025
Service cost	$9.6		$10.5		$0.5		$0.6		$1.6		$1.7
Interest cost	72.3		72.9		3.9		4.2		2.5		0.9
Expected return on plan assets	(98.8)		(101.3)		(7.9)		(8.4)		—		—
Amortization of losses (gains)	27.1		26.3		(5.6)		(6.5)		—		0.1
Amortization of prior service costs (credits)	0.4		0.3		(4.5)		(5.3)		(1.8)		(0.3)
Other adjustments	—		—		—		—		1.8		2.0
Net expense (income)	$10.6		$8.7		$(13.6)		$(15.4)		$4.1		$4.4

(14) Income Taxes

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

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

jurisdiction in which they operate. Numerous countries have already enacted the OECD model rules, which were effective for us in

fiscal 2025. There was no material impact on our consolidated financial statements. Several other countries have enacted or drafted

legislation that is not yet effective for us, and we do not expect this legislation to have a material impact on our consolidated financial

statements. We will continue to monitor for new legislation and guidance and evaluate potential impact on our consolidated financial

statements.

During the second quarter of fiscal 2024, we received a notice of proposed adjustment from the Internal Revenue Service associated

with a capital loss from fiscal 2019. We believe that we have meritorious defenses against this assessment and will vigorously defend

our position. We do not expect the resolution of the proposed adjustment to have a material impact on our financial position or

liquidity.

(15) 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 chief operating decision maker (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, 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:

	Quarter Ended August 30, 2026
In Millions	North America Retail		International		North America Pet		North America Foodservice		Total
Segment net sales	$2,451.8		$794.3		$612.8		$523.1		$4,382.0
Corporate and other net sales									7.5
Total net sales									$4,389.5
Cost of sales	1,589.9		559.2		377.7		400.6
Selling, general, and administrative expenses	383.3		159.9		135.6		43.1
Segment operating profit	$478.6		$75.2		$99.5		$79.4		$732.7
Unallocated corporate items									77.7
Restructuring, transformation, impairment, and other exit costs									21.4
Operating profit									$633.6

	Quarter Ended August 24, 2025
In Millions	North America Retail		International		North America Pet		North America Foodservice		Total
Segment net sales	$2,625.5		$760.2		$610.0		$516.7		$4,512.4
Corporate and other net sales									5.1
Total net sales									$4,517.5
Cost of sales	1,664.5		538.8		368.6		402.3
Selling, general, and administrative expenses	396.8		155.7		128.5		43.8
Segment operating profit	$564.2		$65.7		$112.9		$70.6		$813.4
Unallocated corporate items									125.7
Divestitures gain									(1,054.4)
Restructuring, transformation, impairment, and other exit costs									16.3
Operating profit									$1,725.8

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

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
U.S. Meals & Baking Solutions	$918.4		$921.4
U.S. Snacks	789.0		837.2
Big G Cereal & Canada	744.4		866.9
Total	$2,451.8		$2,625.5

Net sales by class of similar products were as follows:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025
Snacks	$1,032.3		$1,049.7
Cereal	755.9		767.2
Pet	651.2		643.0
Convenient meals	646.6		650.8
Dough	516.4		515.1
Baking mixes and ingredients	469.0		448.0
Super-premium ice cream	231.6		221.4
Yogurt	—		102.0
Other	86.5		120.3
Total	$4,389.5		$4,517.5

INTRODUCTION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in

conjunction with the MD&A included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026, for important

background regarding, among other things, our key business drivers. Significant trademarks and service marks used in our business

are set forth in italics herein. Certain terms used throughout this report are defined in the “Glossary” section below.

Our key priorities in fiscal 2027 are to strengthen our organic net sales growth, accelerate our enterprise transformation efforts, and

drive disciplined capital allocation and returns. Amid a continued challenging macroeconomic backdrop for consumers, we expect

category growth to be consistent with recent trends and below our long-term growth projections. With our price investments

completed in fiscal 2026, our plans in fiscal 2027 are focused on delivering product innovation and renovation news centered on the

benefits that matter most to today’s consumers, including better-for-you benefits like protein and fiber, bold flavors, fun and

indulgence, and pet humanization, all of which should help support stronger topline growth. We expect to generate at least $750

million in total savings from our ongoing Holistic Margin Management (HMM) productivity program, our global transformation

initiative, and other cost savings actions. These savings are part of our $3 billion cumulative cost savings target through fiscal 2030

and will help offset our forecast for 4 to 5 percent input cost inflation and increased investments in product innovation and renovation

in fiscal 2027. In addition to these factors, we expect decreases of approximately 9 points on operating profit and 11 points on EPS in

fiscal 2027 from lapping the 53rd week in fiscal 2026, normalizing corporate incentive expense, and the impact of fiscal 2026

divestitures.

CONSOLIDATED RESULTS OF OPERATIONS

First Quarter Results

In the first quarter of fiscal 2027, net sales decreased 3 percent, including the impact of the divestiture of our United States yogurt

business (Divestiture) in the first quarter of fiscal 2026. Organic net sales essentially matched the same period last year. Operating

profit decreased 63 percent to $634 million, primarily driven by a gain related to the Divestiture in the first quarter of fiscal 2026,

higher input costs, and a decrease in contributions from volume growth, partially offset by favorable net price realization and mix and

a favorable change in the mark-to-market valuation of certain commodity positions and grain inventories. Operating profit margin of

14.4 percent decreased 2,380 basis points. Adjusted operating profit of $634 million decreased 11 percent on a constant-currency

basis, primarily driven by higher input costs and a decrease in contributions from volume growth, partially offset by favorable net

price realization and mix. Adjusted operating profit margin decreased 130 basis points to 14.4 percent. Diluted earnings per share of

$0.74 decreased 67 percent in the first quarter of fiscal 2027. Adjusted diluted earnings per share of $0.75 decreased 13 percent on a

constant-currency basis compared to the first quarter of fiscal 2026. See the “Non-GAAP Measures” section below for a description of

our use of measures not defined by GAAP.

A summary of our consolidated financial results for the first quarter of fiscal 2027 follows:

Quarter Ended Aug. 30, 2026	In millions, except per share		Quarter Ended Aug. 30, 2026 vs. Aug. 24, 2025		Percent of Net Sales		Constant- Currency Growth (a)
Net sales	$4,389.5		(3)	%
Operating profit	633.6		(63)	%	14.4%
Net earnings attributable to General Mills	397.0		(67)	%
Diluted earnings per share	$0.74		(67)	%
Organic net sales growth rate (a)			Flat
Adjusted operating profit (a)	634.0		(11)	%	14.4%		(11)%
Adjusted diluted earnings per share (a)	$0.75		(13)	%			(13)%

(a)See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP.

Consolidated net sales were as follows:

	Quarter Ended
	Aug. 30, 2026		Aug. 30, 2026 vs. Aug. 24, 2025		Aug. 24, 2025
Net sales (in millions)	$4,389.5		(3)	%	$4,517.5
Contributions from volume growth (a)			(4)	pts
Net price realization and mix			1	pt
Foreign currency exchange			Flat

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

Net sales in the first quarter of fiscal 2027 decreased 3 percent compared to the same period in fiscal 2026, driven by a decrease in

contributions from volume growth, partially offset by favorable net price realization and mix, both of which include the impact of the

Divestiture.

Components of organic net sales growth are shown in the following table:

Quarter Ended Aug. 30, 2026 vs.
Quarter Ended Aug. 24, 2025
Contributions from organic volume growth (a)	(1)	pt
Organic net price realization and mix	Flat
Organic net sales growth	Flat
Foreign currency exchange	Flat
Divestiture	(3)	pts
Net sales growth	(3)	pts

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

Organic net sales in the first quarter of fiscal 2027 essentially matched the same period in fiscal 2026.

Cost of sales decreased $82 million to $2,902 million in the first quarter of fiscal 2027 compared to the same period in fiscal 2026.

The decrease was primarily driven by a $118 million decrease attributable to lower volume, partially offset by a $73 million increase

attributable to product rate and mix, both of which include the impact of the Divestiture. We recorded a $30 million net decrease in

cost of sales related to the mark-to-market valuation of certain commodity positions and grain inventories in the first quarter of fiscal

2027, compared to an $8 million net increase in the first quarter of fiscal 2026. We also recorded $1 million of integration costs

recorded in the first quarter of fiscal 2027 related to the Whitebridge Pet Brands acquisition in fiscal 2025.

Selling, general, and administrative (SG&A) expenses decreased $13 million to $832 million in the first quarter of fiscal 2027

compared to the same period in fiscal 2026, primarily driven by lower transactions costs. SG&A expenses as a percent of net sales in

the first quarter of fiscal 2027 increased 30 basis points compared to the first quarter of fiscal 2026.

Divestitures gain totaled $1,054 million in the first quarter of fiscal 2026, primarily related to the sale of our United States yogurt

business (please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report).

Restructuring, transformation, impairment, and other exit costs totaled $21 million in the first quarter of fiscal 2027, compared to

$16 million in the same period last year. In the first quarter of fiscal 2027, we recorded an additional $24 million non-cash pre-tax

valuation loss related to the planned divestiture of our Brazil business (please refer to Note 3 to the Consolidated Financial Statements

in Part I, Item 1 of this report).

Benefit plan non-service income totaled $11 million in the first quarter of fiscal 2027, compared to $15 million in the same period

last year, primarily driven by lower expected return on plan assets and higher interest costs.

Interest, net for the first quarter of fiscal 2027 totaled $142 million, up $9 million from the first quarter of fiscal 2026, primarily

driven by higher interest rates.

The effective tax rate for the first quarter of fiscal 2027 was 24.5 percent compared to 25.6 percent for the first quarter of fiscal 2026.

The 1.1 percentage point decrease was primarily due to certain unfavorable tax components related to the Divestiture in fiscal 2026

and favorable earnings mix by jurisdiction in fiscal 2027, partially offset by certain nonrecurring discrete tax costs in fiscal 2027. Our

effective tax rate excluding certain items affecting comparability was 23.4 percent in the first quarter of fiscal 2027, compared to 24.1

percent in the same period last year (see the “Non-GAAP Measures” section below for a description of our use of measures not

defined by GAAP). The 0.7 percentage point decrease was primarily due to favorable earnings mix by jurisdiction in fiscal 2027,

partially offset by certain nonrecurring discrete tax costs in fiscal 2027.

After-tax earnings from joint ventures for the first quarter of fiscal 2027 increased to $19 million compared to $7 million in the

same period in fiscal 2026, primarily due to our share of asset impairment charges and transaction costs related to certain assets held

for sale at Cereal Partners Worldwide (CPW) in fiscal 2026. On a constant-currency basis, after-tax earnings from joint ventures

increased 178 percent (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

The components of our joint ventures’ net sales growth are shown in the following table:

Quarter Ended Aug. 30, 2026 vs.
Quarter Ended Aug. 24, 2025	CPW		HDJ (a)		Total
Contributions from volume growth (b)	(10)	pts	(7)	pts
Net price realization and mix	5	pts	5	pts
Net sales growth in constant currency	(4)	pts	(3)	pts	(4)	pts
Foreign currency exchange	Flat		(9)	pts	(2)	pts
Net sales growth	(5)	pts	(11)	pts	(6)	pts

Note: Table may not foot due to rounding.

(a)Häagen-Dazs Japan, Inc. (HDJ).

(b)Measured in tons based on the stated weight of our product shipments.

Average diluted shares outstanding decreased by 5 million in the first quarter of fiscal 2027 from the same period a year ago

primarily due to share repurchases in fiscal 2026.

SEGMENT OPERATING RESULTS

Our businesses are organized into four operating segments: North America Retail, International, North America Pet, and North

America Foodservice. Please refer to Note 15 of the Consolidated Financial Statements in Part I, Item 1 of this report for a description

of our operating segments.

North America Retail Segment Results

North America Retail net sales were as follows:

	Quarter Ended
	Aug. 30, 2026		Aug. 30, 2026 vs. Aug. 24, 2025		Aug. 24, 2025
Net sales (in millions)	$2,451.8		(7)	%	$2,625.5
Contributions from volume growth (a)			(9)	pts
Net price realization and mix			2	pts
Foreign currency exchange			Flat

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

North America Retail net sales decreased 7 percent in the first quarter of fiscal 2027 compared to the same period in fiscal 2026,

driven by a decrease in contributions from volume growth, partially offset by favorable net price realization and mix, both of which

include the impact of the Divestiture.

The components of North America Retail organic net sales growth are shown in the following table:

	Quarter Ended
	Aug. 30, 2026
Contributions from organic volume growth (a)	(2)	pts
Organic net price realization and mix	(1)	pt
Organic net sales growth	(3)	pts
Foreign currency exchange	Flat
Divestiture (b)	(4)	pts
Net sales growth	(7)	pts

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

(b)Divestiture of the United States yogurt business in the first quarter of fiscal 2026. Please refer to Note 2 to the Consolidated Financial

Statements in Part I, Item 1 of this report.

North America Retail organic net sales decreased 3 percent in the first quarter of fiscal 2027 compared to the same period in fiscal

2026, driven by a decrease in contributions from organic volume growth and unfavorable organic net price realization and mix.

North America Retail net sales percentage change by operating unit are shown in the following table:

	Quarter Ended
	Aug. 30, 2026
Big G Cereal & Canada (a)	(14)	%
U.S. Snacks	(6)	%
U.S. Meals & Baking Solutions	Flat
Total	(7)	%

(a)The Big G Cereal & Canada operating unit includes the impact of the Divestiture. Please refer to Note 2 to the Consolidated Financial

Statements in Part I, Item 1 of this report.

Segment operating profit decreased 15 percent to $479 million in the first quarter of fiscal 2027, compared to $564 million in the same

period in fiscal 2026, including the impact of the Divestiture, primarily driven by a decrease in contributions from volume growth and

higher input costs, partially offset by favorable net price realization and mix and lower SG&A expenses. Segment operating profit

decreased 15 percent on a constant-currency basis in the first quarter of fiscal 2027, compared to the same period in fiscal 2026 (see

the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

International Segment Results

International net sales were as follows:

	Quarter Ended
	Aug. 30, 2026		Aug. 30, 2026 vs. Aug. 24, 2025		Aug. 24, 2025
Net sales (in millions)	$794.3		4	%	$760.2
Contributions from volume growth (a)			6	pts
Net price realization and mix			(3)	pts
Foreign currency exchange			1	pt

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

International net sales increased 4 percent in the first quarter of fiscal 2027 compared to the same period in fiscal 2026, driven by an

increase in contributions from volume growth and favorable foreign currency exchange impacts, partially offset by unfavorable net

price realization and mix.

The components of International organic net sales growth are shown in the following table:

	Quarter Ended
	Aug. 30, 2026
Contributions from organic volume growth (a)	6	pts
Organic net price realization and mix	(3)	pts
Organic net sales growth	4	pts
Foreign currency exchange	1	pt
Net sales growth	4	pts

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

International organic net sales increased 4 percent in the first quarter of fiscal 2027 compared to the same period in fiscal 2026, driven

by an increase in contributions from organic volume growth, partially offset by unfavorable organic net price realization and mix.

Segment operating profit increased 14 percent to $75 million in the first quarter of fiscal 2027, compared to $66 million in the same

period in fiscal 2026, primarily driven by an increase in contributions from volume growth and lower input costs, partially offset by

unfavorable price realization and mix and higher SG&A expenses, including increased media and advertising expenses. Segment

operating profit increased 15 percent on a constant-currency basis in the first quarter of fiscal 2027, compared to the same period in

fiscal 2026 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

North America Pet Segment Results

North America Pet net sales were as follows:

	Quarter Ended
	Aug. 30, 2026		Aug. 30, 2026 vs. Aug. 24, 2025		Aug. 24, 2025
Net sales (in millions)	$612.8		Flat		$610.0
Contributions from volume growth (a)			(6)	pts
Net price realization and mix			7	pts
Foreign currency exchange			Flat

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

North America Pet net sales in the first quarter of fiscal 2027 essentially matched the same period in fiscal 2026.

The components of North America Pet organic net sales growth are shown in the following table:

	Quarter Ended
	Aug. 30, 2026
Contributions from organic volume growth (a)	(6)	pts
Organic net price realization and mix	7	pts
Organic net sales growth	Flat
Foreign currency exchange	Flat
Net sales growth	Flat

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

North America Pet organic net sales in the first quarter of fiscal 2027 essentially matched the same period in fiscal 2026.

Segment operating profit decreased 12 percent to $100 million in the first quarter of fiscal 2027, compared to $113 million in the same

period in fiscal 2026, primarily driven by higher input costs, a decrease in contributions from volume growth, and higher SG&A

expenses, partially offset by favorable price realization and mix. Segment operating profit decreased 12 percent on a constant-currency

basis in the first quarter of fiscal 2027, compared to the same period in fiscal 2026 (see the “Non-GAAP Measures” section below for

our use of this measure not defined by GAAP).

North America Foodservice Segment Results

North America Foodservice net sales were as follows:

	Quarter Ended
	Aug. 30, 2026		Aug. 30, 2026 vs. Aug. 24, 2025		Aug. 24, 2025
Net sales (in millions)	$523.1		1	%	$516.7
Contributions from volume growth (a)			(3)	pts
Net price realization and mix			4	pts
Foreign currency exchange			Flat

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

North America Foodservice net sales increased 1 percent in the first quarter of fiscal 2027 compared to the same period in fiscal 2026,

driven by favorable net price realization and mix, partially offset by a decrease in contributions from volume growth, both of which

include the impact of the Divestiture.

The components of North America Foodservice organic net sales growth are shown in the following table:

	Quarter Ended
	Aug. 30, 2026
Contributions from organic volume growth (a)	(1)	pt
Organic net price realization and mix	5	pts
Organic net sales growth	4	pts
Foreign currency exchange	Flat
Divestiture (b)	(2)	pts
Net sales growth	1	pt

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

(b)Divestiture of the United States yogurt business in the first quarter of fiscal 2026. Please refer to Note 2 to the Consolidated Financial

Statements in Part I, Item 1 of this report.

North America Foodservice organic net sales increased 4 percent in the first quarter of fiscal 2027 compared to the same period in

fiscal 2026, driven by favorable organic net price realization and mix, partially offset by a decrease in contributions from organic

volume growth.

Segment operating profit increased 12 percent to $79 million in the first quarter of fiscal 2027 compared to $71 million in the same

period in fiscal 2026, primarily driven by favorable net price realization and mix, partially offset by higher input costs. Segment

operating profit increased 12 percent on a constant-currency basis in the first quarter of fiscal 2027, compared to the same period in

fiscal 2026 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

UNALLOCATED CORPORATE ITEMS

Unallocated corporate expenses totaled $78 million in the first quarter of fiscal 2027, compared to $126 million in the same period in

fiscal 2026. In the first quarter of fiscal 2027, we recorded a $30 million net decrease in expense related to the mark-to-market

valuation of certain commodity positions and grain inventories, compared to an $8 million net increase in expense in the same period

last year. Additionally, in the first quarter of fiscal 2027, we recorded $4 million of transaction costs primarily related to the definitive

agreement to sell our Brazil business, compared to $12 million of transaction costs related to the Divestiture in the same period last

year. We recorded $2 million of integration costs in the first quarter of fiscal 2027 compared to $1 million of integration costs during

the same period last year, both of which related to the Whitebridge Pet Brands acquisition in fiscal 2025. We also recorded $2 million

of restructuring charges in cost of sales in the first quarter of fiscal 2027, which essentially matched the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

During the first quarter of fiscal 2027, cash provided by operations was $298 million compared to $397 million in the same period last

year. The $99 million decrease was primarily driven by a $310 million change in current assets and liabilities largely driven by lower

accrued federal income taxes payable, which included tax expense of $277 million associated with the Divestiture in fiscal 2026. This

was partially offset by a $248 million increase in net earnings, excluding the pretax gain on the Divestiture in fiscal 2026.

Cash used by investing activities during the first quarter of fiscal 2027 was $116 million compared to $1,695 million provided by

investing activities for the same period in fiscal 2026. In the first quarter of fiscal 2026, we completed the sale of our United States

yogurt business for $1,798 million cash. We also received an additional $6 million of cash related to a sale price adjustment related to

the sale of our Canada yogurt business in the first quarter of fiscal 2026. In addition, during the first quarter of fiscal 2027, we spent

$90 million on purchases of land, buildings, and equipment, compared to $110 million in the same period last year.

Cash used by financing activities during the first quarter of fiscal 2027 was $210 million compared to $1,507 million in the same

period in fiscal 2026. We had $133 million of net debt issuances in the first quarter of fiscal 2027 compared to $655 million of net

debt payments in the same period a year ago. In addition, we purchased $500 million of common stock for treasury in the first quarter

of fiscal 2026. We paid $330 million of dividends in the first quarter of fiscal 2027, essentially matching the same period last year.

As of August 30, 2026, we had $406 million of cash and cash equivalents in foreign jurisdictions. In anticipation of repatriating funds

from foreign jurisdictions, we record local country withholding taxes on our international earnings, as applicable. We may repatriate

our cash and cash equivalents held by our foreign subsidiaries without such funds being subject to further U.S. income tax

liability. Earnings prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in those jurisdictions.

The following table details the credit facilities and lines of credit we had available as of August 30, 2026:

In Millions	Borrowing Capacity		Borrowed Amount
Committed credit facility expiring October 2029	$2,700.0		$—
Uncommitted credit facilities and lines of credit	776.4		11.6
Total	$3,476.4		$11.6

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

and Europe.

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

covenants.

We have $1,047 million of long-term debt maturing in the next 12 months that is classified as current, including €500 million of

floating-rate senior notes due October 22, 2026 and €400 million of 1.5 percent fixed-rate senior notes due April 22, 2027. We believe

that cash flows from operations, together with available short- and long-term debt financing, will be adequate to meet our liquidity and

capital needs for at least the next 12 months.

CRITICAL ACCOUNTING ESTIMATES

Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in our Annual Report on

Form 10-K for the fiscal year ended May 31, 2026. The accounting policies used in preparing our interim fiscal 2027 Consolidated

Financial Statements are the same as those described in our Form 10-K. Please refer to Note 1 to the Consolidated Financial

Statements in Part I, Item 1 of this report for additional information.

Our critical accounting estimates are those that have meaningful impact on the reporting of our financial condition and results of

operations. These estimates include our accounting for revenue recognition, valuation of long-lived assets, intangible assets, income

taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans. The assumptions and

methodologies used in the determination of those estimates as of August 30, 2026, are the same as those described in our Annual

Report on Form 10-K for the fiscal year ended May 31, 2026.

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

$53 million non-cash impairment charge.

In addition, we identified a triggering event due to a sustained decline in market capitalization and stock price in the fourth quarter of

fiscal 2026 reflecting heightened macroeconomic uncertainty and lower market multiples in our industry, which caused a related

increase in our discount rates and required an interim impairment assessment. We performed the interim impairment assessment of our

goodwill and other intangible assets as of May 31, 2026, and determined that the fair values of our North America Pet reporting unit

and our Nudges and True Chews brand intangible assets no longer exceeded the carrying values of the respective assets, primarily

driven by an increase in the discount rates. As a result, in the fourth quarter of fiscal 2026 we recorded $1,750 million of non-cash

impairment charges, of which $1,500 million related to the North America Pet reporting unit goodwill and $250 million related to the

brand intangible assets, all of which are included within our North America Pet segment. The $1,500 million goodwill impairment

charge is not deductible for tax purposes.

We recorded these impairment charges in restructuring, transformation, impairment, and other exit costs in our Consolidated

Statements of (Loss) Earnings in the fourth quarter of fiscal 2026. Our estimates of the fair values were determined based on a

discounted cash flow model using inputs which included our long-range cash flow projections for the businesses, royalty rates,

discount rates, and tax rates. These fair values are Level 3 assets in the fair value hierarchy.

In addition, while having significant coverage as of our May 31, 2026, assessment date, the Blue Buffalo brand intangible asset had

risk of decreasing coverage due to the increase in our discount rates. The Progresso brand intangible asset also had risk of decreasing

coverage. We will continue to monitor applicable businesses for potential impairment. All other reporting unit and intangible asset fair

values were substantially in excess of the carrying values.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-06,

amending the accounting for costs related to internal-use software. The ASU removes reference to software development project

stages. Additionally, the ASU requires capitalization of software costs to begin when management has authorized and committed to

funding the software and it is probable that the project will be completed and the software will be used to perform the function

intended. The requirements of the new standard are effective for annual periods beginning after December 15, 2027, and interim

periods within those annual periods, which for us is the first quarter of fiscal 2029. Early adoption is permitted and the amendments

may be applied on a prospective, retrospective, or modified basis. We are in the process of analyzing the impact on our results of

operations and financial position.

In November 2024, the FASB issued ASU 2024-03 requiring additional income statement disclosures. The ASU requires the

disaggregation of specific categories of expenses underlying the line items presented on the income statement. Additionally, the ASU

requires enhanced disclosure of selling expenses. The requirements of the ASU are effective for annual periods beginning after

December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. For us, annual reporting requirements

will be effective for fiscal 2028 and interim reporting requirements will be effective beginning with our first quarter of fiscal 2029.

Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. We

are in the process of analyzing the impact of the ASU on our related disclosures.

NON-GAAP MEASURES

We have included in this report measures of financial performance that are not defined by GAAP. We believe that these measures

provide useful information to investors, and include these measures in other communications to investors.

For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the non-GAAP

measure and the most directly comparable GAAP measure, an explanation of why we believe the non-GAAP measure provides useful

information to investors, and any additional material purposes for which our management or Board of Directors uses the non-GAAP

measure. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

Significant Items Impacting Comparability

Several measures below are presented on an adjusted basis. The adjustments are either items resulting from infrequently occurring

events or items that, in management’s judgment, significantly affect the year-to-year assessment of operating results.

The following are descriptions of significant items impacting comparability of our results.

Mark-to-market effects

Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please refer to Note 6 to the

Consolidated Financial Statements in Part I, Item 1 of this report.

Valuation loss on held for sale business

Non-cash valuation loss related to the planned divestiture of our Brazil business recorded in fiscal 2027. Please refer to Note 2 to the

Consolidated Financial Statements in Part I, Item 1 of this report.

Transaction costs

Fiscal 2027 transaction costs primarily related to the definitive agreement to sell our Brazil business. Fiscal 2026 transaction costs

related to the sale of our United States yogurt business. Please refer to Note 2 to the Consolidated Financial Statements in Part I, Item

1 of this report.

Acquisition integration costs

Integration costs related to the Whitebridge Pet Brands acquisition in fiscal 2025 recorded in fiscal 2027 and fiscal 2026, and the

acquisition of a pet food business in Europe in fiscal 2024 recorded in fiscal 2026.

Restructuring and transformation charges

Restructuring and transformation charges related to previously announced actions recorded in fiscal 2027 and fiscal 2026. Please refer

to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.

Divestitures gain

Divestitures gain recorded in fiscal 2026 related to the sale of our United States yogurt business in fiscal 2026 and Canada yogurt

business in fiscal 2025. Please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

CPW asset impairments and transaction costs

CPW asset impairment charges and transaction costs related to certain assets held for sale recorded in fiscal 2026.

Investment activity, net

Valuation adjustments of certain corporate investments in fiscal 2026.

Organic Net Sales Growth Rates

We provide organic net sales growth rates for our consolidated net sales and segment net sales. This measure is used in reporting to

our Board of Directors and executive management and as a component of the measurement of our performance for incentive

compensation purposes. We believe that organic net sales growth rates provide useful information to investors because they provide

transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations,

acquisitions, divestitures, and a 53rd week, when applicable, have on year-to-year comparability. A reconciliation of these measures to

reported net sales growth rates, the relevant GAAP measures, are included in our Consolidated Results of Operations and Results of

Segment Operations discussions in the MD&A above.

Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit Margin)

We believe this measure provides useful information to investors because it is important for assessing our operating profit margin on a

comparable basis.

Our adjusted operating profit margins are calculated as follows:

	Quarter Ended
	Aug. 30, 2026				Aug. 24, 2025
In Millions	Value		Percent of Net Sales		Value		Percent of Net Sales
Operating profit as reported	$633.6		14.4%		$1,725.8		38.2%
Mark-to-market effects	(29.5)		(0.7)%		8.5		0.2%
Valuation loss on held for sale business	23.7		0.5%		—		—%
Transaction costs	4.3		0.1%		11.8		0.3%
Acquisition integration costs	1.7		—%		1.4		—%
Restructuring and transformation charges	0.2		—%		18.3		0.4%
Divestitures gain	—		—%		(1,054.4)		(23.3)%
Investment activity, net	—		—%		(0.2)		—%
Adjusted operating profit	$634.0		14.4%		$711.2		15.7%

Note: Table may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

Adjusted Operating Profit and Related Constant-currency Growth Rate

This measure is used in reporting to our Board of Directors and executive management and as a component of the measurement of our

performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is

the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis. Additionally, the

measure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations have on

year-to-year comparability given the volatility in foreign currency exchange rates.

Our adjusted operating profit growth on a constant-currency basis is calculated as follows:

	Quarter Ended
In Millions	Aug. 30, 2026		Aug. 24, 2025		Change
Operating profit as reported	$633.6		$1,725.8		(63)%
Mark-to-market effects	(29.5)		8.5
Valuation loss on held for sale business	23.7		—
Transaction costs	4.3		11.8
Acquisition integration costs	1.7		1.4
Restructuring and transformation charges	0.2		18.3
Divestitures gain	—		(1,054.4)
Investment activity, net	—		(0.2)
Adjusted operating profit	$634.0		$711.2		(11)%
Foreign currency exchange impact					Flat
Adjusted operating profit growth, on a constant-currency basis					(11)%

Note: Table may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

Adjusted Diluted EPS and Related Constant-currency Growth Rate

This measure is used in reporting to our Board of Directors and executive management. We believe that this measure provides useful

information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year

basis.

The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS and the related constant-currency growth rates follows:

	Quarter Ended
Per Share Data	Aug. 30, 2026		Aug. 24, 2025		Change
Diluted earnings per share, as reported	$0.74		$2.22		(67)%
Valuation loss on held for sale business	0.04		—
Mark-to-market effects	(0.04)		0.01
Transaction costs	0.01		0.02
Restructuring and transformation charges	—		0.03
Divestitures gain	—		(1.43)
CPW asset impairments and transaction costs	—		0.02
Adjusted diluted earnings per share	$0.75		$0.86		(13)%
Foreign currency exchange impact					Flat
Adjusted diluted earnings per share growth, on a constant-currency basis					(13)%

Note: Table may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax impact of

each item affecting comparability.

Constant-currency After-tax Earnings from Joint Ventures Growth Rates

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of

our joint ventures by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given

volatility in foreign currency exchange markets.

After-tax earnings from joint ventures growth rates on a constant-currency basis are calculated as follows:

	Percentage Change in After-Tax Earnings from Joint Ventures as Reported		Impact of Foreign Currency Exchange		Percentage Change in After-Tax Earnings from Joint Ventures on Constant-Currency Basis
Quarter Ended Aug. 30, 2026	178%		Flat		178%

Note: Table may not foot due to rounding.

Constant-currency Segment Operating Profit Growth Rates

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of

our segments by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given

volatility in foreign currency exchange markets.

Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:

	Quarter Ended Aug. 30, 2026
	Percentage Change in Operating Profit as Reported		Impact of Foreign Currency Exchange		Percentage Change in Operating Profit on Constant-Currency Basis
North America Retail	(15)%		Flat		(15)%
International	14%		(1) pt		15%
North America Pet	(12)%		Flat		(12)%
North America Foodservice	12%		Flat		12%

Note: Table may not foot due to rounding.

Adjusted Effective Income Tax Rates

We believe this measure provides useful information to investors because it presents the adjusted effective income tax rate on a

comparable year-to-year basis.

Adjusted effective income tax rates are calculated as follows:

	Quarter Ended
	Aug. 30, 2026				Aug. 24, 2025
In Millions (Except Per Share Data)	Pretax Earnings (a)		Income Taxes		Pretax Earnings (a)		Income Taxes
As reported	$502.0		$122.8		$1,608.1		$410.9
Mark-to-market effects	(29.5)		(6.8)		8.5		2.0
Valuation loss on held for sale business	23.7		—		—		—
Transaction costs	4.3		1.0		11.8		2.7
Acquisition integration costs	1.7		0.4		1.4		0.3
Restructuring and transformation charges	0.2		—		18.3		4.3
Divestitures gain	—		—		(1,054.4)		(276.9)
Investment activity, net	—		—		(0.2)		(0.1)
As adjusted	$502.4		$117.5		$593.5		$143.2
Effective tax rate:
As reported			24.5%				25.6%
As adjusted			23.4%				24.1%
Sum of adjustments to income taxes			$(5.4)				$(267.7)
Average number of common shares - diluted EPS			537.9				542.5
Impact of income tax adjustments on adjusted diluted EPS			$0.01				$0.49

Note: Table may not foot due to rounding.

(a) Earnings before income taxes and after-tax earnings from joint ventures.

For more information on the reconciling items, please see the Significant Items Impacting Comparability section above.

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-over-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.

Derivatives. Financial instruments such as futures, swaps, options, and forward contracts that we use to manage our risk arising from

changes in commodity prices, interest rates, foreign exchange rates, and stock prices.

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.

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 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.

Noncontrolling interests. Interests of subsidiaries held by third parties.

Notional amount. The amount of a position or an agreed upon amount in a derivative contract on which the value of financial

instruments are calculated.

OCI. Other Comprehensive Income (Loss).

Organic net sales growth. Net sales growth adjusted for foreign currency translation, acquisitions, divestitures and a 53rd fiscal week,

when applicable.

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.

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.

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE

HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation

Reform Act of 1995 that are based on our current expectations and assumptions. We also may make written or oral forward-looking

statements, including statements contained in our filings with the Securities and Exchange Commission and in our reports to

stockholders.

The words or phrases “will likely result,” “are expected to,” “may continue,” “is anticipated,” “estimate,” “plan,” “project,” or similar

expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such

statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and

those currently anticipated or projected. We caution you not to place undue reliance on any such forward-looking statements.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important

factors that could affect our financial performance and could cause our actual results in future periods to differ materially from any

current opinions or statements.

Our future results could be affected by a variety of factors, such as: imposed and threatened tariffs by the United States and its trading

partners; disruptions or inefficiencies in the supply chain; competitive dynamics in the consumer foods industry and the markets for

our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our

competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, tariffs, or the availability of capital;

product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing

actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in

the legal and regulatory environment, including tax legislation, labeling and advertising regulations, and litigation; impairments in the

carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets;

changes in accounting standards and the impact of critical accounting estimates; product quality and safety issues, including recalls

and product liability; changes in consumer demand for our products; effectiveness of advertising, marketing, and promotional

programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related

issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers;

fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, energy, and transportation;

effectiveness of restructuring, transformation, and cost saving initiatives; volatility in the market value of derivatives used to manage

price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan

liabilities; failure or breach of our information technology systems; foreign economic conditions, including currency rate fluctuations

and tariffs; and political unrest in foreign markets and economic uncertainty due to terrorism or war.

You should also consider the risk factors that we identify in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year

ended May 31, 2026, which could also affect our future results.

We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those

statements or to reflect the occurrence of anticipated or unanticipated events.

The estimated maximum potential value-at-risk arising from a one-day loss in fair value for our interest rate, foreign exchange,

commodity, and equity market-risk-sensitive instruments outstanding as of August 30, 2026, was as follows:

In Millions	One-day Risk of Loss		Change During Three- Month Period Ended Aug. 30, 2026		Analysis of Change
Interest rate instruments	$33		$(4)		Decrease in interest rate volatility
Foreign currency instruments	39		(7)		Decrease in rate volatility
Commodity instruments	5		1		Immaterial
Equity instruments	3		1		Immaterial

For additional information, see Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended May 31, 2026.

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial

Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule

13a-15(e) under the Securities Exchange Act of 1934). Based on our evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that, as of August 30, 2026, our disclosure controls and procedures were effective to ensure that information

required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed,

summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2)

accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner

that allows timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act

of 1934) during the quarter ended August 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth information with respect to shares of our common stock that we purchased during the quarter ended

August 30, 2026:

Period	Total Number of Shares Purchased (a)		Average Price Paid Per Share (b)		Total Number of Shares Purchased as Part of a Publicly Announced Program (c)		Maximum Number of Shares that may yet be Purchased Under the Program (c)
June 1, 2026 - July 05, 2026	—		$—		—		26,897,169
July 06, 2026 - August 02, 2026	—		—		—		26,897,169
August 03, 2026 - August 30, 2026	—		—		—		26,897,169
Total	—		$—		—		26,897,169

(a)The total number of shares purchased includes shares of common stock withheld for the payment of withholding taxes upon the distribution of

deferred option units.

(b)Excludes commissions paid and other costs of execution, including excise taxes.

(c)On June 27, 2022, our Board of Directors approved an authorization for the repurchase of up to 100,000,000 shares of our common stock and

terminated the prior authorization. Purchases can be made in the open market or in privately negotiated transactions, including the use of call

options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The Board did not specify an

expiration date for the authorization.

During the fiscal quarter ended August 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading

arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

PART II. OTHER INFORMATION

Item 6.	Exhibits.
10.1	Forms of Special Stock Unit Award Agreements
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 30, 2026, formatted in Inline Extensible Business Reporting Language: (i) Consolidated Statements of Earnings; (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Total Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
104	Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned thereunto duly authorized.

	GENERAL MILLS, INC.
	(Registrant)
Date: September 23, 2026	/s/ Mark A. Pallot
	Mark A. Pallot
	Vice President, Chief Accounting Officer
	(Principal Accounting Officer and Duly Authorized Officer)