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Item 7A — Quantitative and Qualitative Disclosures About Market Risk
General Mills, Inc. · 10-K · FY 2026 · Period ended May 31, 2026
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LIQUIDITY AND CAPITAL RESOURCES
The primary source of our liquidity is cash flow from operations. Over the most recent two-year period, our operations have generated
$5 billion in cash. A substantial portion of this operating cash flow has been returned to shareholders through dividends and share
repurchases. We also use cash from operations to fund our capital expenditures, acquisitions, and debt service. We typically use a
combination of cash, notes payable, and long-term debt, and occasionally issue shares of common stock, to finance significant
acquisitions.
As of May 31, 2026, we had $446 million of cash and cash equivalents in foreign jurisdictions. In anticipation of repatriating funds
from foreign jurisdictions, we record local country withholding taxes on our international earnings, as applicable. We may repatriate
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our cash and cash equivalents held by our foreign subsidiaries without such funds being subject to further U.S. income tax liability.
Earnings prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in those jurisdictions.
Cash Flows from Operations
Fiscal Year
In Millions 2026 2025
Net (loss) earnings, including earnings attributable to noncontrolling interests $(85.3) $2,318.9
Depreciation and amortization 555.2 539.0
After-tax loss (earnings) from joint ventures 76.5 (57.6)
Distributions of earnings from joint ventures 39.0 44.6
Stock-based compensation 79.4 91.7
Deferred income taxes 203.2 (120.9)
Pension and other postretirement benefit plan contributions (31.7) (30.8)
Pension and other postretirement benefit plan costs (23.7) (12.7)
Divestitures gain, net (1,049.4) (95.9)
Restructuring, transformation, impairment, and other exit costs 2,897.7 74.3
Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures (478.3) 192.4
Other, net (16.4) (24.8)
Net cash provided by operating activities $2,166.2 $2,918.2
During fiscal 2026, cash provided by operations was $2,166 million compared to $2,918 million in the same period last year. The
$752 million decrease was primarily due to a $671 million change in current assets and current liabilities. The $671 million change in
current assets and current liabilities was primarily driven by a $273 million change in timing of accounts payable, a $228 million
change in prepaid expenses and other current assets, primarily related to timing of receipts for certain non-customer related
receivables, and a $198 million change in other current liabilities, primarily related to changes in interest payment timing and changes
in income taxes payable.
We strive to grow core working capital at or below the rate of growth in our net sales. For fiscal 2026, core working capital net
liability decreased 46 percent, compared to a net sales decrease of 5 percent. The core working capital net liability decreased $138
million from $303 million in fiscal 2025 to $165 million in fiscal 2026. The $138 million net liability decrease was primarily due to a
decrease in accounts payable, partially offset by a decrease in accounts receivable in fiscal 2026.
Cash Flows from Investing Activities
Fiscal Year
In Millions 2026 2025
Purchases of land, buildings, and equipment $(539.9) $(625.3)
Acquisitions, net of cash acquired — (1,419.3)
Proceeds from divestitures 1,830.2 241.8
Investments in affiliates, net (31.8) 13.3
Proceeds from disposal of land, buildings, and equipment 4.8 1.1
Other, net (5.1) (6.5)
Net cash provided (used) by investing activities $1,258.2 $(1,794.9)
In fiscal 2026, cash provided by investing activities was $1,258 million compared to cash used by investing activities of $1,795
million in fiscal 2025. We invested $540 million in land, buildings, and equipment in fiscal 2026, a decrease of $85 million from fiscal
2025.
During fiscal 2026, we completed the sale of our United States yogurt business for $1,798 million cash. We also received an additional
$6 million of cash related to a sale price adjustment related to the sale of our Canada yogurt business in fiscal 2026. In fiscal 2025, we
completed the sale of our Canada yogurt business for $242 million cash. We also acquired Whitebridge Pet Brands for $1,412 million
cash, net of cash acquired in fiscal 2025.
We expect capital expenditures to be approximately 3 percent of reported net sales in fiscal 2027. These expenditures will fund
initiatives that are expected to fuel growth, support innovative products, and continue HMM initiatives throughout the supply chain.
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Cash Flows from Financing Activities
Fiscal Year
In Millions 2026 2025
Change in notes payable $(608.2) $667.1
Issuance of long-term debt 2,005.8 2,354.9
Payment of long-term debt (2,823.3) (1,300.0)
Repurchase of Class A limited membership interests in General Mills Cereals, LLC — (252.8)
Proceeds from common stock issued on exercised options 0.5 43.0
Purchases of common stock for treasury (500.3) (1,202.9)
Dividends paid (1,315.3) (1,338.7)
Distributions to noncontrolling interest holders (2.1) (21.6)
Other, net (72.1) (129.1)
Net cash used by financing activities $(3,315.0) $(1,180.1)
Financing activities used $3,315 million of cash in fiscal 2026 compared to $1,180 million in fiscal 2025. We had $1,426 million of
net debt payments in fiscal 2026 compared to $1,722 million of net debt issuances in fiscal 2025. For more information on our debt
issuances and payments, please refer to Note 9 to the Consolidated Financial Statements in Item 8 of this report.
During fiscal 2026, we received $1 million of net proceeds from common stock issued on exercised options compared to $43 million
in fiscal 2025.
During fiscal 2026, we repurchased 10 million shares of our common stock for $500 million. During fiscal 2025, we repurchased 19
million shares of our common stock for $1,203 million.
Dividends paid in fiscal 2026 totaled $1,315 million, or $2.44 per share. Dividends paid in fiscal 2025 totaled $1,339 million, or $2.40
per share.
During fiscal 2025, we purchased the outstanding Class A limited membership interests in General Mills Cereals, LLC (GMC Class A
Interests) from the third-party holder for $253 million. For more information, please refer to Note 10 to the Consolidated Financial
Statements in Item 8 of this report.
Selected Cash Flows from Joint Ventures
Selected cash flows from our joint ventures are set forth in the following table:
Fiscal Year
(Outflow) Inflow, in Millions 2026 2025
Investments in affiliates, net $(31.8) $13.3
Dividends received 39.0 44.6
The following table details the credit facilities and lines of credit we had available as of May 31, 2026:
In Millions Borrowing Capacity Borrowed Amount
Committed credit facility expiring October 2029 $2,700.0 $—
Uncommitted credit facilities and lines of credit 774.5 8.4
Total $3,474.5 $8.4
To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States
and Europe.
Certain of our long-term debt agreements and our credit facilities contain restrictive covenants. We are in compliance with all of these
covenants.
We have $1,054 million of long-term debt maturing in the next 12 months that is classified as current, including €500 million of
floating-rate senior notes due October 22, 2026 and €400.0 million of 1.5 percent fixed-rate senior notes due April 27, 2027. We
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believe that cash flows from operations, together with available short- and long-term debt financing, will be adequate to meet our
liquidity and capital needs for at least the next 12 months.
As of May 31, 2026, our total debt, including the impact of derivative instruments designated as hedges, was 83 percent in fixed-rate
and 17 percent in floating-rate instruments, compared to 74 percent in fixed-rate and 26 percent in floating-rate instruments on
May 25, 2025.
CRITICAL ACCOUNTING ESTIMATES
For a complete description of our significant accounting policies, refer to Note 2 to the Consolidated Financial Statements in Item 8 of
this report. Our critical accounting estimates are those that have a meaningful impact on the reporting of our financial condition and
results of operations. These estimates include our accounting for revenue recognition, valuation of long-lived assets, intangible assets,
income taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans.
Revenue Recognition
Our revenues are reported net of variable consideration and consideration payable to our customers, including trade promotion,
consumer coupon redemption, and other reductions to the transaction price, including estimated allowances for returns, unsalable
product, and prompt pay discounts. Trade promotions are recorded using significant judgment of estimated participation and
performance levels for offered programs at the time of sale. Differences between the estimated and actual reduction to the transaction
price are recognized as a change in estimate in a subsequent period. Our accrued trade and coupon promotion liabilities were $493
million as of May 31, 2026, and $470 million as of May 25, 2025. Because these amounts are significant, if our estimates are
inaccurate we would have to make adjustments in subsequent periods that could have a significant effect on our results of operations.
Valuation of Long-Lived Assets
We estimate the useful lives of long-lived assets and make estimates concerning undiscounted cash flows to review for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable.
Fair value is measured using discounted cash flows or independent appraisals, as appropriate.
Intangible Assets
Goodwill and other indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually and
whenever events or changes in circumstances indicate that impairment may have occurred. Our estimates of fair value for goodwill
impairment testing are determined based on a discounted cash flow model. We use inputs from our long-range planning process to
determine growth rates for sales and profits. We also make estimates of discount rates, perpetuity growth assumptions, market
comparables, and other factors. Additionally, we are required to reconcile the aggregate fair value of our reporting units, adjusted for
debt and other corporate-level items, to our total market capitalization plus a reasonable control premium as of the test date to assess
the discount rates and certain other assumptions utilized in our tests in determining the reasonableness of the fair values of our
intangible assets.
We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-lived. Reaching a
determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand,
competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results
in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance
expenditures, and the expected lives of other related groups of assets. Intangible assets that are deemed to have finite lives are
amortized on a straight-line basis over their useful lives, generally ranging from 4 to 30 years. Our estimate of the fair value of our
brand assets is based on a discounted cash flow model using inputs which include projected revenues from our long-range plan,
assumed royalty rates that could be payable if we did not own the brands, and a discount rate.
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As of May 31, 2026, we had $21 billion of goodwill and indefinite-lived intangible assets. While we currently believe that the fair
value of each intangible exceeds its carrying value, and that those intangibles will contribute indefinitely to our cash flows, materially
different assumptions regarding future performance of our businesses or a different discount rate could result in material impairment
losses and amortization expense. We performed our fiscal 2026 assessment of our intangible assets as of the first day of the second
quarter of fiscal 2026. As a result of lower future sales and profitability projections for the business supporting our Uncle Toby’s brand
intangible asset, we determined that the fair value of the brand intangible asset no longer exceeded its carrying value and recorded a
$53 million non-cash impairment charge.
In addition, we identified a triggering event due to a sustained decline in market capitalization and stock price in the fourth quarter of
fiscal 2026 reflecting heightened macroeconomic uncertainty and lower market multiples in our industry, which caused a related
increase in our discount rates and required an interim impairment assessment. We performed the interim impairment assessment of our
goodwill and other intangible assets as of May 31, 2026, and determined that the fair values of our North America Pet reporting unit
and our Nudges and True Chews brand intangible assets no longer exceeded the carrying values of the respective assets, primarily
driven by an increase in the discount rates. As a result, we recorded $1,750 million of non-cash impairment charges, of which $1,500
million related to the North America Pet reporting unit goodwill and $250 million related to the brand intangible assets, all of which
are included within our North America Pet segment. The $1,500 million goodwill impairment charge is not deductible for tax
purposes.
We recorded impairment charges in restructuring, transformation, impairment, and other exit costs in our Consolidated Statements of
(Loss) Earnings. Our estimates of the fair values were determined based on a discounted cash flow model using inputs which included
our long-range cash flow projections for the businesses, royalty rates, discount rates, and tax rates. These fair values are Level 3 assets
in the fair value hierarchy.
In addition, while having significant coverage as of our May 31, 2026, assessment date, the Blue Buffalo brand intangible asset had
risk of decreasing coverage due to the increase in our discount rates. The Progresso brand intangible asset also had risk of decreasing
coverage. We will continue to monitor applicable businesses for potential impairment. All other reporting unit and intangible asset fair
values were substantially in excess of the carrying values.
Income Taxes
We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we recognize
the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes in
judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the period of such change. For
more information on income taxes, refer to Note 15 to the Consolidated Financial Statements in Item 8 of this report.
Defined Benefit Pension, Other Postretirement Benefit, and Postemployment Benefit Plans
We have defined benefit pension plans covering many employees in the United States, Canada, Switzerland, and the United Kingdom.
We also sponsor plans that provide health care benefits to many of our retirees in the United States, Canada, and Brazil. Under certain
circumstances, we also provide accruable benefits, primarily severance and gratuity, to former and inactive employees in the United
States, Canada, Mexico, and other foreign jurisdictions. Refer to Note 14 to the Consolidated Financial Statements in Item 8 of this
report for a description of our defined benefit pension, other postretirement benefit, and postemployment benefit plans.
We recognize benefits provided during retirement or following employment over the plan participants’ active working lives.
Accordingly, we make various assumptions to predict and measure costs and obligations many years prior to the settlement of our
obligations. Assumptions that require significant management judgment and have a material impact on the measurement of our net
periodic benefit expense or income and accumulated benefit obligations include the long-term rates of return on plan assets, the
interest rates used to discount the obligations for our benefit plans, and health care cost trend rates.
Expected Rate of Return on Plan Assets
Our expected rate of return on plan assets is determined by our asset allocation, our historical long-term investment performance, our
estimate of future long-term returns by asset class (using input from our actuaries, investment services, and investment managers), and
long-term inflation assumptions. We review this assumption annually for each plan; however, our annual investment performance for
one particular year does not, by itself, significantly influence our evaluation.
Our historical investment returns (compound annual growth rates) for our United States defined benefit pension and other
postretirement benefit plan assets were 8.0 percent in the 1-year period ended May 31, 2026, and returns of (0.4) percent, 5.0 percent,
5.9 percent, and 5.8 percent for the 5, 10, 15, and 20-year periods ended May 31, 2026.
On a weighted-average basis, the expected rate of return for all defined benefit plans and other postretirement plans was 7.52 percent
and 7.35 percent for fiscal 2026, 7.63 percent and 7.79 percent for fiscal 2025, and 7.13 percent and 7.34 percent for fiscal 2024. For
fiscal 2027, we decreased our weighted-average expected rate of return on plan assets due to an increase in bond asset allocation
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policy for our principal defined benefit pension and other postretirement plans in the United States to 7.40 percent and 7.10 percent,
respectively.
Lowering the expected long-term rate of return on assets by 100 basis points would increase our net pension and postretirement
expense by $57 million for fiscal 2027. A market-related valuation basis is used to reduce year-to-year expense volatility. The market-
related valuation recognizes certain investment gains or losses over a five-year period from the year in which they occur. Investment
gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and
the actual return based on the market-related value of assets. Our outside actuaries perform these calculations as part of our
determination of annual expense or income.
Discount Rates
We estimate the service and interest cost components of the net periodic benefit expense for our United States and most of our
international defined benefit pension, other postretirement benefit, and postemployment benefit plans utilizing a full yield curve
approach by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected
cash flows. Our discount rate assumptions are determined annually as of May 31 for our defined benefit pension, other postretirement
benefit, and postemployment benefit plan obligations. We work with our outside actuaries to determine the timing and amount of
expected future cash outflows to plan participants and, using the Aa Above Median corporate bond yield, to develop a forward interest
rate curve, including a margin to that index based on our credit risk. This forward interest rate curve is applied to our expected future
cash outflows to determine our discount rate assumptions.
Our weighted-average discount rates were as follows:
Defined Benefit Pension Plans Other Postretirement Benefit Plans Postemployment Benefit Plans
Effective rate for fiscal 2027 service costs 5.97% 5.86% 5.39%
Effective rate for fiscal 2027 interest costs 5.25% 5.08% 4.86%
Obligations as of May 31, 2026 5.72% 5.54% 4.97%
Effective rate for fiscal 2026 service costs 6.02% 6.11% 5.42%
Effective rate for fiscal 2026 interest costs 5.32% 5.34% 4.91%
Obligations as of May 31, 2025 5.79% 5.67% 5.04%
Effective rate for fiscal 2025 service costs 5.58% 5.48% 5.37%
Effective rate for fiscal 2025 interest costs 5.40% 5.28% 5.05%
Lowering the discount rates by 100 basis points would increase our net defined benefit pension, other postretirement benefit, and
postemployment benefit plan expense for fiscal 2027 by approximately $26 million. All obligation-related experience gains and losses
are amortized using a straight-line method over the average remaining service period of active plan participants or over the average
remaining lifetime of the remaining plan participants if the plan is viewed as “all or almost all” inactive participants.
Health Care Cost Trend Rates
We review our health care cost trend rates annually. Our review is based on data we collect about our health care claims experience
and information provided by our actuaries. This information includes recent plan experience, plan design, overall industry experience
and projections, and assumptions used by other similar organizations. Our initial health care cost trend rate is adjusted as necessary to
remain consistent with this review, recent experiences, and short-term expectations. Our initial health care cost trend rate assumption
is 7.7 percent for retirees age 65 and over and 7.7 percent for retirees under age 65 at the end of fiscal 2026. Rates are graded down
annually until the ultimate trend rate of 4.5 percent is reached in 2034 for all retirees. The trend rates are applicable for calculations
only if the retirees’ benefits increase as a result of health care inflation. The ultimate trend rate is adjusted annually, as necessary, to
approximate the current economic view on the rate of long-term inflation plus an appropriate health care cost premium. Assumed trend
rates for health care costs have an important effect on the amounts reported for the other postretirement benefit plans.
Any arising health care claims cost-related experience gain or loss is recognized in the calculation of expected future claims. Once
recognized, experience gains and losses are amortized using a straight-line method over the average remaining service period of active
plan participants or over the average remaining lifetime of the remaining plan participants if the plan is viewed as “all or almost all”
inactive participants.
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Financial Statement Impact
In fiscal 2026, we recorded an immaterial amount of net defined benefit pension, other postretirement benefit, and postemployment
benefit plan income, compared to $9 million of expense in fiscal 2025 and $11 million of income in fiscal 2024. As of May 31, 2026,
we had cumulative unrecognized actuarial net losses of $2 billion on our defined benefit pension plans and cumulative unrecognized
actuarial net gains of $213 million on our postretirement and postemployment benefit plans. These net unrecognized actuarial losses
will result in increases in our future net pension and postretirement benefit expenses because they currently exceed the corridors
defined by GAAP.
Actual future net defined benefit pension, other postretirement benefit, and postemployment benefit plan income or expense will
depend on investment performance, changes in future discount rates, changes in health care cost trend rates, and other factors related
to the populations participating in these plans.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-06,
amending the accounting for costs related to internal-use software. The ASU removes reference to software development project
stages. Additionally, the ASU requires capitalization of software costs to begin when management has authorized and committed to
funding the software and it is probable that the project will be completed and the software will be used to perform the function
intended. The requirements of the new standard are effective for annual periods beginning after December 15, 2027, and interim
periods within those annual periods, which for us is the first quarter of fiscal 2029. Early adoption is permitted and the amendments
may be applied on a prospective, retrospective, or modified basis. We are in the process of analyzing the impact on our results of
operations and financial position.
In November 2024, the FASB issued ASU 2024-03 requiring additional income statement disclosures. The ASU requires the
disaggregation of specific categories of expenses underlying the line items presented on the income statement. Additionally, the ASU
requires enhanced disclosure of selling expenses. The requirements of the ASU are effective for annual periods beginning after
December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. For us, annual reporting requirements
will be effective for fiscal 2028 and interim reporting requirements will be effective beginning with our first quarter of fiscal 2029.
Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. We
are in the process of analyzing the impact of the ASU on our related disclosures.
NON-GAAP MEASURES
We have included in this report measures of financial performance that are not defined by GAAP. We believe that these measures
provide useful information to investors and include these measures in other communications to investors.
For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the non-GAAP
measure and the most directly comparable GAAP measure, an explanation of why we believe the non-GAAP measure provides useful
information to investors, and any additional material purposes for which our management or Board of Directors uses the non-GAAP
measure. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.
Significant Items Impacting Comparability
Several measures below are presented on an adjusted basis. The adjustments are either items resulting from infrequently occurring
events or items that, in management’s judgment, significantly affect the year-to-year assessment of operating results.
The following are descriptions of significant items impacting comparability of our results.
Goodwill and other intangible assets impairments
Non-cash goodwill and other intangible assets impairment charges related to our North America Pet reporting unit goodwill and our
Nudges, Uncle Toby’s, and True Chews brand intangible assets in fiscal 2026. Please refer to Note 6 to the Consolidated Financial
Statements in Item 8 of this report.
Divestitures gain, net
Net divestitures gain primarily related to the sale of our United States yogurt business in fiscal 2026 and Canada yogurt business in
fiscal 2025. Please refer to Note 3 to the Consolidated Financial Statements in Item 8 of this report.
Valuation loss on held for sale business
Non-cash valuation loss related to the planned divestiture of our Brazil business recorded in fiscal 2026. Please refer to Note 3 to the
Consolidated Financial Statements in Item 8 of this report.
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CPW asset impairments and losses
CPW non-cash goodwill impairment charge related to the Australian market, and other asset impairment charges and losses related to
the sale of certain assets recorded in fiscal 2026. CPW impairment charges related to certain long-lived assets recorded in fiscal 2025.
Restructuring and transformation charges
Restructuring and transformation charges related to supply chain actions and previously announced actions recorded in fiscal 2026.
Restructuring and transformation charges related to global transformation actions and previously announced restructuring actions
recorded in fiscal 2025. Please refer to Note 4 to the Consolidated Financial Statements in Item 8 of this report.
Mark-to-market effects
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please refer to Note 8 to the
Consolidated Financial Statements in Item 8 of this report.
Transaction costs
Fiscal 2026 transaction costs primarily related to the sale of our United States yogurt business and the definitive agreement to sell our
Brazil business. Fiscal 2025 transaction costs related to the sale of our North American yogurt businesses and the Whitebridge Pet
Brands acquisition . Please refer to Note 3 to the Consolidated Financial Statements in Item 8 of this report.
Acquisition integration costs
Integration costs related to the Whitebridge Pet Brands acquisition in fiscal 2025 and the acquisition of a pet food business in Europe
in fiscal 2024 recorded in fiscal 2026 and fiscal 2025. Please refer to Note 3 to the Consolidated Financial Statements in Item 8 of this
report.
Investment activity, net
Valuation adjustments of certain corporate investments in fiscal 2026 and fiscal 2025.
Capital appreciation paid on GMC Class A Interests
Capital account appreciation attributable and paid to the third-party holder of GMC Class A Interests in fiscal 2025. Please refer to
Note 10 to the Consolidated Financial Statements in Item 8 of this report.
Project-related costs
Restructuring initiative project-related costs related to previously announced restructuring actions recorded in fiscal 2025.
Organic Net Sales Growth Rates
We provide organic net sales growth rates for our consolidated net sales and segment net sales. This measure is used in reporting to
our Board of Directors and executive management and as a component of the measurement of our performance for incentive
compensation purposes. We believe that organic net sales growth rates provide useful information to investors because they provide
transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations, as
well as acquisitions, divestitures, and a 53rd week, when applicable, have on year-to-year comparability. A reconciliation of these
measures to reported net sales growth rates, the relevant GAAP measures, are included in our Consolidated Results of Operations and
Results of Segment Operations discussions in the MD&A above.
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Adjusted Operating Profit and Related Constant-currency Growth Rate
This measure is used in reporting to our Board of Directors and executive management and as a component of the measurement of our
performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is
the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis. Additionally, the
measure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations have on
year-to-year comparability given the volatility in foreign currency exchange rates.
Our adjusted operating profit growth on a constant-currency basis is calculated as follows:
Fiscal Year
In Millions 2026 2025 Change
Operating profit as reported $885.8 $3,304.8 (73)%
Goodwill and other intangible assets impairments 1,802.9 —
Divestitures gain, net (1,049.4) (95.9)
Valuation loss on held for sale business 1,031.8 —
Restructuring and transformation charges 155.5 87.5
Mark-to-market effects (48.4) (15.7)
Transaction costs 31.3 49.1
Acquisition integration costs 9.5 13.9
Investment activity, net (7.6) 8.3
Project-related costs — 0.5
Adjusted operating profit $2,811.5 $3,352.6 (16)%
Foreign currency exchange impact Flat
Adjusted operating profit growth, on a constant-currency basis (16)%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
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Adjusted Diluted EPS and Related Constant-currency Growth Rate
This measure is used in reporting to our Board of Directors and executive management. We believe that this measure provides useful
information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year
basis.
The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS and the related constant-currency growth rate follows:
Fiscal Year
Per Share Data 2026 2025 Change
Diluted (loss) earnings per share, as reported $(0.16) $4.10 (104)%
Goodwill and other intangible assets impairments 3.22 —
Valuation loss on held for sale business 1.45 —
Divestitures gain, net (1.43) (0.15)
CPW asset impairments and losses 0.28 0.04
Restructuring and transformation charges 0.22 0.12
Mark-to-market effects (0.07) (0.02)
Transaction costs 0.04 0.07
Acquisition integration costs 0.01 0.02
Investment activity, net (0.01) 0.01
Capital appreciation paid on GMC Class A Interests — 0.02
Adjusted diluted earnings per share (a) $3.55 $4.21 (16)%
Foreign currency exchange impact Flat
Adjusted diluted earnings per share growth, on a constant-currency basis (16)%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
(a)During fiscal 2026, we reported a net loss attributable to General Mills. Inclusion of dilutive shares would result in a lower loss per share and
was therefore excluded from the calculation of diluted EPS. The inclusion of dilutive shares does not have a significant impact on adjusted
diluted EPS and the reconciling items.
See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax impact of
each item affecting comparability.
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Free Cash Flow Conversion Rate
We believe this measure provides useful information to investors because it is important for assessing our efficiency in converting
earnings to cash and returning cash to shareholders. The calculation of free cash flow conversion rate and net cash provided by
operating activities conversion rate, its equivalent GAAP measure, follows:
In Millions Fiscal 2026
Net loss, including earnings attributable to noncontrolling interests, as reported $(85.3)
Goodwill and other intangible assets impairments, net of tax 1,732.5
Valuation loss on held for sale business, net of tax 780.8
Divestitures gain, net, net of tax (772.8)
CPW asset impairments and losses 148.8
Restructuring and transformation charges, net of tax 119.7
Mark-to-market effects, net of tax (37.3)
Transaction costs, net of tax 24.1
Acquisition integration costs, net of tax 7.3
Investment activity, net, net of tax (5.8)
Adjusted net earnings, including earnings attributable to noncontrolling interests $1,912.0
Net cash provided by operating activities 2,166.2
Purchases of land, buildings, and equipment (539.9)
Free cash flow $1,626.3
Net cash provided by operating activities conversion rate NM
Free cash flow conversion rate 85%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax impact of
each item affecting comparability.
35
Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit Margin)
We believe this measure provides useful information to investors because it is important for assessing our operating profit margin on a
comparable year-to-year basis.
Our adjusted operating profit margins are calculated as follows:
Fiscal Year
Percent of Net Sales 2026 2025
Operating profit as reported $885.8 4.8% $3,304.8 17.0%
Goodwill and other intangible assets impairments 1,802.9 9.8% — —%
Divestitures gain, net (1,049.4) (5.7)% (95.9) (0.5)%
Valuation loss on held for sale business 1,031.8 5.6% — —%
Restructuring and transformation charges 155.5 0.8% 87.5 0.4%
Mark-to-market effects (48.4) (0.3)% (15.7) (0.1)%
Transaction costs 31.3 0.2% 49.1 0.3%
Acquisition integration costs 9.5 0.1% 13.9 0.1%
Investment activity, net (7.6) —% 8.3 —%
Project-related costs — —% 0.5 —%
Adjusted operating profit $2,811.5 15.3% $3,352.6 17.2%
Note: Table may not foot due to rounding.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
36
Adjusted Effective Income Tax Rates
We believe this measure provides useful information to investors because it presents the adjusted effective income tax rate on a
comparable year-to-year basis.
Adjusted effective income tax rates are calculated as follows:
Fiscal Year Ended
2026 2025
In Millions(Except Per Share Data) Pretax Earnings (a) Income Taxes Pretax Earnings (a) Income Taxes
As reported $405.5 $414.3 $2,835.0 $573.7
Goodwill and other intangible assets impairments 1,802.9 70.4 — —
Divestitures gain, net (1,049.4) (276.6) (95.9) (11.1)
Valuation loss on held for sale business 1,031.8 251.0 — —
Restructuring and transformation charges 155.5 35.9 87.5 20.2
Mark-to-market effects (48.4) (11.1) (15.7) (3.6)
Transaction costs 31.3 7.2 49.1 11.3
Acquisition integration costs 9.5 2.2 13.9 2.0
Investment activity, net (7.6) (1.7) 8.3 1.9
Project-related costs — — 0.5 0.2
As adjusted $2,331.2 $491.4 $2,882.7 $594.6
Effective tax rate:
As reported 102.2% 20.2%
As adjusted 21.1% 20.6%
Sum of adjustments to income taxes $77.3 $20.9
Average number of common shares - diluted EPS (b) 538.5 557.5
Impact of income tax adjustments on adjusted diluted EPS $(0.14) $(0.04)
Note: Table may not foot due to rounding.
(a)Earnings before income taxes and after-tax (loss) earnings from joint ventures.
(b)During fiscal 2026, we reported a net loss attributable to General Mills. Inclusion of dilutive shares would result in a lower loss per share and
was therefore excluded from the calculation of diluted EPS. The inclusion of dilutive shares does not have a significant impact on adjusted
diluted EPS and the reconciling items.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
37
Constant-currency After-Tax (Loss) Earnings from Joint Ventures Growth Rate
We believe that this measure provides useful information to investors because it provides transparency to underlying performance of
our joint ventures by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given
volatility in foreign currency exchange markets.
After-tax earnings from joint ventures growth rate on a constant-currency basis are calculated as follows:
Fiscal 2026
Percentage change in after-tax (loss) earnings from joint ventures as reported (233) %
Impact of foreign currency exchange (2) pts
Percentage change in after-tax (loss) earnings from joint ventures on a constant-currency basis (231) %
Note: Table may not foot due to rounding.
Constant-currency Segment Operating Profit Growth Rates
We believe that this measure provides useful information to investors because it provides transparency to underlying performance of
our segments by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given
volatility in foreign currency exchange markets.
Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:
Fiscal 2026
Percentage Change in Operating Profit as Reported Impact of Foreign Currency Exchange Percentage Change in Operating Profit on Constant-Currency Basis
North America Retail (20)% Flat (20)%
International 96% 5 pts 90%
North America Pet Flat Flat Flat
North America Foodservice (6)% Flat (6)%
Note: Table may not foot due to rounding.
Forward-Looking Financial Measures
Our fiscal 2027 outlook for organic net sales growth, constant-currency adjusted operating profit and adjusted diluted EPS, and free
cash flow conversion are non-GAAP financial measures that exclude, or have otherwise been adjusted for, items impacting
comparability, including the effect of foreign currency exchange rate fluctuations, restructuring and transformation charges,
transaction and acquisition integration costs, acquisitions, divestitures, mark-to-market effects, and a 53rd week from the prior year.
We are not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking
GAAP financial measures without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the
actual impact of changes in foreign currency exchange rates and commodity prices or the timing or impact of acquisitions,
divestitures, and restructuring and transformation actions throughout fiscal 2027. The unavailable information could have a significant
impact on our fiscal 2027 GAAP financial results.
For fiscal 2027, we currently expect: the net impact from foreign currency exchange rates (based on a blend of forward and forecasted
rates and hedge positions), divestitures completed prior to fiscal 2027 and those expected to close in fiscal 2027, and a 53rd week from
the prior year to decrease net sales growth by approximately 2 percent; foreign currency exchange rates to have an immaterial impact
on adjusted operating profit and adjusted diluted EPS growth; and restructuring and transformation charges and transaction and
acquisition integration costs related to actions previously announced to total approximately $80 million to $85 million.
ITEM 7A - Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk stemming from changes in interest and foreign exchange rates and commodity and equity prices.
Changes in these factors could cause fluctuations in our earnings and cash flows. In the normal course of business, we actively manage
our exposure to these market risks by entering into various hedging transactions, authorized under established policies that place
controls on these activities. The counterparties in these transactions are generally highly rated institutions. We establish credit limits
for each counterparty. Our hedging transactions include but are not limited to a variety of derivative financial instruments. For
information on interest rate, foreign exchange, commodity price, and equity instrument risk, please refer to Note 8 to the Consolidated
Financial Statements in Item 8 of this report.
38
VALUE AT RISK
The estimates in the table below are intended to measure the maximum potential fair value we could lose in one day from adverse
changes in market interest rates, foreign exchange rates, commodity prices, and equity prices under normal market conditions. A
Monte Carlo value-at-risk (VAR) methodology was used to quantify the market risk for our exposures. The models assumed normal
market conditions and used a 95 percent confidence level.
The VAR calculation used historical interest and foreign exchange rates, and commodity and equity prices from the past year to
estimate the potential volatility and correlation of these rates in the future. The market data were drawn from the RiskMetrics™ data
set. The calculations are not intended to represent actual losses in fair value that we expect to incur. Further, since the hedging
instrument (the derivative) inversely correlates with the underlying exposure, we would expect that any loss or gain in the fair value of
our derivatives would be generally offset by an increase or decrease in the fair value of the underlying exposure. The positions
included in the calculations were: debt; investments; interest rate swaps; foreign exchange forwards; commodity swaps, futures, and
options; and equity instruments. The calculations do not include the underlying foreign exchange and commodities or equity-related
positions that are offset by these market-risk-sensitive instruments.
The table below presents the estimated maximum potential VAR arising from a one-day loss in fair value for our interest rate, foreign
currency, commodity, and equity market-risk-sensitive instruments outstanding as of May 31, 2026.
In Millions May 31, 2026 Average During Fiscal 2026 May 25, 2025 Analysis of Change
Interest rate instruments $37 $37 $46 Decrease in portfolio basis
Foreign currency instruments 46 48 51 Decrease in rate volatility
Commodity instruments 4 3 3 Immaterial
Equity instruments 2 3 3 Immaterial
39
CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE
HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 that are based on our current expectations and assumptions. We also may make written or oral forward-looking
statements, including statements contained in our filings with the SEC and in our reports to shareholders.
The words or phrases “will likely result,” “are expected to,” “may continue,” “is anticipated,” “estimate,” “plan,” “project,” or similar
expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and
those currently anticipated or projected. We wish to caution you not to place undue reliance on any such forward-looking statements.
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important
factors that could affect our financial performance and could cause our actual results in future periods to differ materially from any
current opinions or statements.
Our future results could be affected by a variety of factors, such as: imposed and threatened tariffs by the United States and its trading
partners; disruptions or inefficiencies in the supply chain; competitive dynamics in the consumer foods industry and the markets for
our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our
competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, tariffs, or the availability of capital;
product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing
actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in
the legal and regulatory environment, including tax legislation, labeling and advertising regulations, and litigation; impairments in the
carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets;
changes in accounting standards and the impact of critical accounting estimates; product quality and safety issues, including recalls
and product liability; changes in consumer demand for our products; effectiveness of advertising, marketing, and promotional
programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related
issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers;
fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, energy, and transportation;
effectiveness of restructuring, transformation, and cost saving initiatives; volatility in the market value of derivatives used to manage
price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan
liabilities; failure or breach of our information technology systems; foreign economic conditions, including currency rate fluctuations
and tariffs; and political unrest in foreign markets and economic uncertainty due to terrorism or war.
You should also consider the risk factors that we identify in Item 1A of this report, which could also affect our future results.
We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those
statements or to reflect the occurrence of anticipated or unanticipated events.
40
ITEM 8 - Financial Statements and Supplementary Data
REPORT OF MANAGEMENT RESPONSIBILITIES
The management of General Mills, Inc. is responsible for the fairness and accuracy of the consolidated financial statements. The
statements have been prepared in accordance with accounting principles that are generally accepted in the United States, using
management’s best estimates and judgments where appropriate. The financial information throughout this Annual Report on Form 10-
K is consistent with our consolidated financial statements.
Management has established a system of internal controls that provides reasonable assurance that assets are adequately safeguarded
and transactions are recorded accurately in all material respects, in accordance with management’s authorization. We maintain a
strong audit program that independently evaluates the adequacy and effectiveness of internal controls. Our internal controls provide
for appropriate separation of duties and responsibilities, and there are documented policies regarding use of our assets and proper
financial reporting. These formally stated and regularly communicated policies demand highly ethical conduct from all employees.
The Audit Committee of the Board of Directors meets regularly with management, internal auditors, and our independent registered
public accounting firm to review internal control, auditing, and financial reporting matters. The independent registered public
accounting firm, internal auditors, and employees have full and free access to the Audit Committee at any time.
The Audit Committee reviewed and approved the Company’s annual financial statements. The Audit Committee recommended, and
the Board of Directors approved, that the consolidated financial statements be included in the Annual Report. The Audit Committee
also appointed KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2027.
/s/ J. L. Harmening /s/ K. A. Bruce
J. L. Harmening K. A. Bruce
Chief Executive Officer Chief Financial Officer
July 1, 2026
41
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
General Mills, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of General Mills, Inc. and subsidiaries (the Company) as of May 31,
2026, and May 25, 2025, the related consolidated statements of (loss) earnings, comprehensive (loss) income, total equity, and cash
flows for each of the fiscal years in the three-year period ended May 31, 2026, and the related notes and financial statement schedule
II (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting
as of May 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of May 31, 2026, and May 25, 2025, and the results of its operations and its cash flows for each of the fiscal years in
the three-year period ended May 31, 2026, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2026, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
42
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Valuation of goodwill and brand intangible assets
As discussed in Note 6 to the consolidated financial statements, the goodwill and brand intangible asset balances as of
May 31, 2026, were $14,122.4 million and $6,472.2 million, respectively. The impairment tests for these assets, which are
performed annually and whenever events or changes in circumstances indicate that impairment may have occurred, require
the Company to estimate the fair value of the reporting units to which goodwill is assigned as well as the brand intangible
assets. During the annual impairment assessment, the Company recognized a non-cash impairment loss of $52.9 million
related to its Uncle Toby’s brand intangible asset. Additionally, the Company identified a triggering event due to a sustained
decline in market capitalization and stock price in the fourth quarter of fiscal 2026, which required an interim impairment
assessment. As a result of this assessment, the Company recognized a non-cash goodwill impairment loss of $1.5 billion
related to the North America Pet reporting unit and a $250.0 million impairment loss related to its Nudges and True Chews
brand intangible assets.The fair value estimates are derived from discounted cash flow analyses that require the Company to
make judgments about highly subjective matters, including future operating results, revenue growth rates and operating
margins, and an estimate of the discount rates and royalty rates.
We identified the assessments of the valuation of certain goodwill and brand intangible assets as a critical audit matter. There
was a significant degree of judgment required in evaluating audit evidence, which consists primarily of forward-looking
assumptions about future operating results, specifically the revenue growth rates and operating margins, royalty rates and
subjective inputs used to estimate the discount rates.
The following are the primary procedures we performed to address this critical audit matter. During the annual and interim
impairment assessments, we evaluated the design and tested the operating effectiveness of internal controls related to the
valuation of goodwill and brand intangible assets. This included controls related to the assumptions about future operating
results and the discount and royalty rates used to measure the fair value of the reporting units and brand intangible assets. We
performed sensitivity analyses over the revenue growth rates, operating margins, brand royalty rates and discount rates to
assess the impact of other points within a range of potential assumptions. We evaluated the revenue growth rates and
operating margin assumptions by comparing them to recent financial performance and external market and industry data. We
evaluated whether these assumptions were consistent with evidence obtained in other areas of the audit. We involved
professionals with specialized skills and knowledge, who assisted in the evaluation of certain of the Company’s assumptions
including discount rates, by comparing them against rate ranges that were independently developed using publicly available
market data for comparable entities and the royalty rates, by evaluating the methods, assumptions and market data used to
estimate the royalty rates.
/s/ KPMG LLP
We have served as the Company’s auditor since 1928.
Minneapolis, Minnesota
July 1, 2026
43
Consolidated Statements of (Loss) Earnings
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except per Share Data)
Fiscal Year
2026 2025 2024
Net sales $18,424.6 $19,486.6 $19,857.2
Cost of sales 12,228.9 12,753.6 12,925.1
Selling, general, and administrative expenses 3,388.5 3,445.8 3,259.0
Divestitures gain, net (1,049.4) (95.9) —
Restructuring, transformation, impairment, and other exit costs 2,970.8 78.3 241.4
Operating profit 885.8 3,304.8 3,431.7
Benefit plan non-service income (58.3) (54.4) (75.8)
Interest, net 538.6 524.2 479.2
Earnings before income taxes and after-tax (loss) earnings from joint ventures 405.5 2,835.0 3,028.3
Income taxes 414.3 573.7 594.5
After-tax (loss) earnings from joint ventures (76.5) 57.6 84.8
Net (loss) earnings, including earnings attributable to noncontrolling interests (85.3) 2,318.9 2,518.6
Net earnings attributable to noncontrolling interests 2.3 23.7 22.0
Net (loss) earnings attributable to General Mills $(87.6) $2,295.2 $2,496.6
(Loss) earnings per share — basic $(0.16) $4.12 $4.34
(Loss) earnings per share — diluted $(0.16) $4.10 $4.31
Dividends per share $2.44 $2.40 $2.36
See accompanying notes to consolidated financial statements.
44
Consolidated Statements of Comprehensive (Loss) Income
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions)
Fiscal Year
2026 2025 2024
Net (loss) earnings, including earnings attributable to noncontrolling interests $(85.3) $2,318.9 $2,518.6
Other comprehensive income (loss), net of tax:
Foreign currency translation 10.7 (114.9) (86.6)
Net actuarial (loss) gain (45.5) 17.2 (187.1)
Other fair value changes:
Hedge derivatives 4.7 (7.4) (3.2)
Reclassification to earnings:
Foreign currency translation — 33.9 —
Hedge derivatives (2.1) (0.2) (2.5)
Amortization of losses and prior service costs 54.9 46.5 36.7
Other comprehensive income (loss), net of tax 22.7 (24.9) (242.7)
Total comprehensive (loss) income (62.6) 2,294.0 2,275.9
Comprehensive income attributable to noncontrolling interests 2.3 24.1 22.1
Comprehensive (loss) income to General Mills $(64.9) $2,269.9 $2,253.8
See accompanying notes to consolidated financial statements.
45
Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Par Value)
May 31, 2026 May 25, 2025
ASSETS
Current assets:
Cash and cash equivalents $453.8 $363.9
Receivables 1,646.8 1,795.9
Inventories 1,917.9 1,910.8
Prepaid expenses and other current assets 599.8 464.7
Assets held for sale — 740.4
Total current assets 4,618.3 5,275.7
Land, buildings, and equipment 3,443.4 3,632.6
Goodwill 14,122.4 15,622.4
Other intangible assets 6,716.9 7,081.4
Other assets 1,115.7 1,459.0
Total assets $30,016.7 $33,071.1
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $3,729.5 $4,009.5
Current portion of long-term debt 1,053.6 1,528.4
Notes payable 68.4 677.0
Other current liabilities 1,472.8 1,624.0
Liabilities held for sale 449.8 18.4
Total current liabilities 6,774.1 7,857.3
Long-term debt 12,416.0 12,673.2
Deferred income taxes 2,265.8 2,100.8
Other liabilities 1,180.2 1,228.6
Total liabilities 22,636.1 23,859.9
Stockholders’ equity:
Common stock, 754.6 shares issued, $0.10 par value 75.5 75.5
Additional paid-in capital 1,200.9 1,218.8
Retained earnings 20,514.9 21,917.8
Common stock in treasury, at cost, shares of 220.9 and 212.2 (11,900.6) (11,467.9)
Accumulated other comprehensive loss (2,522.3) (2,545.0)
Total stockholders’ equity 7,368.4 9,199.2
Noncontrolling interests 12.2 12.0
Total equity 7,380.6 9,211.2
Total liabilities and equity $30,016.7 $33,071.1
See accompanying notes to consolidated financial statements.
46
Consolidated Statements of Total Equity
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Per Share Data)
Fiscal Year
2026 2025 2024
Shares Amount Shares Amount Shares Amount
Total equity, beginning balance $9,211.2 $9,648.5 $10,700.0
Common stock, 1 billion shares authorized, $0.10 par value 754.6 75.5 754.6 75.5 754.6 75.5
Additional paid-in capital:
Beginning balance 1,218.8 1,227.0 1,222.4
Stock compensation plans (38.3) (19.4) (11.7)
Unearned compensation related to stock unit awards (58.4) (79.6) (78.1)
Earned compensation 78.8 90.8 94.4
Ending balance 1,200.9 1,218.8 1,227.0
Retained earnings:
Beginning balance 21,917.8 20,971.8 19,838.6
Net (loss) earnings attributable to General Mills (87.6) 2,295.2 2,496.6
Cash dividends declared ($2.44, $2.40, and $2.36 per share) (1,315.3) (1,338.7) (1,363.4)
Capital appreciation paid to holder of Class A limited membership interests in General Mills Cereals, LLC — (10.5) —
Ending balance 20,514.9 21,917.8 20,971.8
Common stock in treasury:
Beginning balance (212.2) (11,467.9) (195.5) (10,357.9) (168.0) (8,410.0)
Shares purchased, including excise tax of $4.4, $10.6, and $18.8 million (10.0) (504.7) (18.7) (1,213.5) (29.2) (2,021.2)
Stock compensation plans 1.3 72.0 2.0 103.5 1.7 73.3
Ending balance (220.9) (11,900.6) (212.2) (11,467.9) (195.5) (10,357.9)
Accumulated other comprehensive loss:
Beginning balance (2,545.0) (2,519.7) (2,276.9)
Comprehensive income (loss) 22.7 (25.3) (242.8)
Ending balance (2,522.3) (2,545.0) (2,519.7)
Noncontrolling interests:
Beginning balance 12.0 251.8 250.4
Comprehensive income 2.3 24.1 22.1
Distributions to noncontrolling interest holders (2.1) (21.6) (21.3)
Repurchase of Class A limited membership interests in General Mills Cereals, LLC — (242.3) —
Change in ownership interest — — 0.6
Ending balance 12.2 12.0 251.8
Total equity, ending balance $7,380.6 $9,211.2 $9,648.5
See accompanying notes to consolidated financial statements.
47
Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions)
Fiscal Year
2026 2025 2024
Cash Flows - Operating Activities
Net (loss) earnings, including earnings attributable to noncontrolling interests $(85.3) $2,318.9 $2,518.6
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 555.2 539.0 552.7
After-tax loss (earnings) from joint ventures 76.5 (57.6) (84.8)
Distributions of earnings from joint ventures 39.0 44.6 50.4
Stock-based compensation 79.4 91.7 95.3
Deferred income taxes 203.2 (120.9) (48.5)
Pension and other postretirement benefit plan contributions (31.7) (30.8) (30.1)
Pension and other postretirement benefit plan costs (23.7) (12.7) (27.0)
Divestitures gain, net (1,049.4) (95.9) —
Restructuring, transformation, impairment, and other exit costs 2,897.7 74.3 223.5
Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures (478.3) 192.4 10.6
Other, net (16.4) (24.8) 41.9
Net cash provided by operating activities 2,166.2 2,918.2 3,302.6
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment (539.9) (625.3) (774.1)
Acquisitions, net of cash acquired — (1,419.3) (451.9)
Proceeds from divestitures 1,830.2 241.8 —
Investments in affiliates, net (31.8) 13.3 (2.7)
Proceeds from disposal of land, buildings, and equipment 4.8 1.1 0.8
Other, net (5.1) (6.5) 30.5
Net cash provided (used) by investing activities 1,258.2 (1,794.9) (1,197.4)
Cash Flows - Financing Activities
Change in notes payable (608.2) 667.1 (20.5)
Issuance of long-term debt 2,005.8 2,354.9 2,065.2
Payment of long-term debt (2,823.3) (1,300.0) (901.5)
Repurchase of Class A limited membership interests in General Mills Cereals, LLC — (252.8) —
Proceeds from common stock issued on exercised options 0.5 43.0 25.5
Purchases of common stock for treasury (500.3) (1,202.9) (2,002.4)
Dividends paid (1,315.3) (1,338.7) (1,363.4)
Distributions to noncontrolling interest holders (2.1) (21.6) (21.3)
Other, net (72.1) (129.1) (53.9)
Net cash used by financing activities (3,315.0) (1,180.1) (2,272.3)
Effect of exchange rate changes on cash and cash equivalents 18.4 2.7 (0.4)
Increase (decrease) in cash and cash equivalents 127.8 (54.1) (167.5)
Cash and cash equivalents - beginning of year 363.9 418.0 585.5
Cash and cash equivalents - end of year (includes $37.9 million of cash classified as held for sale as of May 31, 2026) $491.7 $363.9 $418.0
Cash flow from changes in current assets and liabilities, excluding the effects of acquisitions and divestitures:
Receivables $12.9 $(79.0) $(1.8)
Inventories (82.2) (18.5) 287.6
Prepaid expenses and other current assets (147.7) 80.8 167.0
Accounts payable (186.2) 86.7 (251.2)
Other current liabilities (75.1) 122.4 (191.0)
Changes in current assets and liabilities $(478.3) $192.4 $10.6
See accompanying notes to consolidated financial statements.
48
Notes to Consolidated Financial Statements
GENERAL MILLS, INC. AND SUBSIDIARIES
NOTE 1. BASIS OF PRESENTATION AND RECLASSIFICATIONS
Basis of Presentation
Our Consolidated Financial Statements include the accounts of General Mills, Inc. and all subsidiaries in which we have a controlling
financial interest. Intercompany transactions and accounts are eliminated in consolidation.
Our fiscal year ends on the last Sunday in May. Fiscal year 2026 consisted of 53 weeks, while fiscal years 2025 and 2024 consisted of
52 weeks. Our India business is on an April fiscal year end. In addition, the consolidated results of certain recent acquisitions are
reported on a one-month lag. Please see Note 3 for more information.
Certain reclassifications to our previously reported financial information have been made to conform to the current period
presentation.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
We consider all investments purchased with an original maturity of three months or less to be cash equivalents.
Inventories
All inventories in the United States other than grain are valued at the lower of cost, using the last-in, first-out (LIFO) method, or
market. Grain inventories are valued at net realizable value, and all related cash contracts and derivatives are valued at fair value, with
all net changes in value recorded in earnings currently.
Inventories outside of the United States are generally valued at the lower of cost, using the first-in, first-out (FIFO) method, or net
realizable value.
Shipping costs associated with the distribution of finished product to our customers are recorded as cost of sales and are recognized
when the related finished product is shipped to and accepted by the customer.
Land, Buildings, Equipment, and Depreciation
Land is recorded at historical cost. Buildings and equipment, including capitalized interest and internal engineering costs, are recorded
at cost and depreciated over estimated useful lives, primarily using the straight-line method. Ordinary maintenance and repairs are
charged to cost of sales. Buildings are usually depreciated over 40 years, and equipment, furniture, and software are usually
depreciated over 3 to 10 years. Fully depreciated assets are retained in buildings and equipment until disposal. When an item is sold or
retired, the accounts are relieved of its cost and related accumulated depreciation and the resulting gains and losses, if any, are
recognized in earnings.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset (or asset group) may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash
flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have
identifiable cash flows and are largely independent of other asset groups. Measurement of an impairment loss would be based on the
excess of the carrying amount of the asset group over its fair value. Fair value is measured using a discounted cash flow model or
independent appraisals, as appropriate.
Goodwill and Other Intangible Assets
Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances
indicate that impairment may have occurred. We perform our annual goodwill and indefinite-lived intangible assets impairment test as
of the first day of the second quarter of the fiscal year. Impairment testing is performed for each of our reporting units. We compare
the carrying value of a reporting unit, including goodwill, to the fair value of the unit. Carrying value is based on the assets and
liabilities associated with the operations of that reporting unit, which often requires allocation of shared or corporate items among
reporting units. If the carrying amount of a reporting unit exceeds its fair value, impairment has occurred. We recognize an impairment
charge for the amount by which the carrying amount of the reporting unit exceeds its fair value up to the total amount of goodwill
allocated to the reporting unit. Our estimates of fair value are determined based on a discounted cash flow model. Growth rates for
sales and profits are determined using inputs from our long-range planning process. We also make estimates of discount rates,
perpetuity growth assumptions, market comparables, and other factors.
We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-lived. Reaching a
determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand,
competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results
in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance
49
expenditures, and the expected lives of other related groups of assets. Intangible assets that are deemed to have finite lives are
amortized on a straight-line basis, over their useful lives, generally ranging from 4 to 30 years.
Our indefinite-lived intangible assets, mainly intangible assets primarily associated with the Blue Buffalo, Pillsbury, Totino’s, Old El
Paso, Tiki Pets, Progresso, Annie’s, Edgard & Cooper, and Häagen-Dazs brands, are also tested for impairment annually and
whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Our estimate of the fair value
of the brands is based on a discounted cash flow model using inputs which included projected revenues from our long-range plan,
assumed royalty rates that could be payable if we did not own the brands, and a discount rate.
Our finite-lived intangible assets, primarily acquired customer relationships, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when
estimated undiscounted future cash flows from the operation and disposition of the asset are less than the carrying amount of the asset.
Assets generally have identifiable cash flows and are largely independent of other assets. Measurement of an impairment loss would
be based on the excess of the carrying amount of the asset over its fair value. Fair value is measured using a discounted cash flow
model or other similar valuation model, as appropriate.
Leases
We determine whether an arrangement is a lease at inception. When our lease arrangements include lease and non-lease components,
we account for lease and non-lease components (e.g. common area maintenance) separately based on their relative standalone prices.
Any lease arrangements with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets, and we
recognize lease costs for these lease arrangements on a straight-line basis over the lease term. Many of our lease arrangements provide
us with options to exercise one or more renewal terms or to terminate the lease arrangement. We include these options when we are
reasonably certain to exercise them in the lease term used to establish our right of use assets and lease liabilities. Generally, our lease
agreements do not include an option to purchase the leased asset, residual value guarantees, or material restrictive covenants.
We have certain lease arrangements with variable rental payments. Our lease arrangements for our Häagen-Dazs retail shops often
include rental payments that are based on a percentage of retail sales. We have other lease arrangements that are adjusted periodically
based on an inflation index or rate. The future variability of these payments and adjustments are unknown, and therefore they are not
included as minimum lease payments used to determine our right of use assets and lease liabilities. Variable rental payments are
recognized in the period in which the obligation is incurred.
As most of our lease arrangements do not provide an implicit interest rate, we apply an incremental borrowing rate based on the
information available at the commencement date of the lease arrangement to determine the present value of lease payments.
Investments in Unconsolidated Joint Ventures
Our investments in companies over which we have the ability to exercise significant influence are stated at cost plus our share of
undistributed earnings or losses. We receive royalty income from certain joint ventures, incur various expenses (primarily research and
development), and record the tax impact of certain joint venture operations that are structured as partnerships. In addition, we make
advances to our joint ventures in the form of loans or capital investments. We also sell certain raw materials, semi-finished goods, and
finished goods to the joint ventures, generally at market prices.
In addition, we assess our investments in our joint ventures if we have reason to believe an impairment may have occurred including,
but not limited to, as a result of ongoing operating losses, projected decreases in earnings, increases in the discount rate, or significant
business disruptions. The significant assumptions used to estimate fair value include revenue growth and profitability, royalty rates,
capital spending, depreciation and taxes, foreign currency exchange rates, and a discount rate. By their nature, these projections and
assumptions are uncertain. If we were to determine the current fair value of our investment was less than the carrying value of the
investment, then we would assess if the shortfall was of a temporary or permanent nature and write down the investment to its fair
value if we concluded the impairment is other than temporary.
Revenue Recognition
Our revenues primarily result from contracts with customers, which are generally short-term and have a single performance obligation
– the delivery of product. We recognize revenue for the sale of packaged foods at the point in time when our performance obligation
has been satisfied and control of the product has transferred to our customer, which generally occurs when the shipment is accepted by
our customer. Sales include shipping and handling charges billed to the customer and are reported net of variable consideration and
consideration payable to our customers, including trade promotion, consumer coupon redemption and other reductions to the
transaction price, including estimated allowances for returns, unsalable product, and prompt pay discounts. Sales, use, value-added,
and other excise taxes are not included in revenue. Trade promotions are recorded using significant judgment of estimated
participation and performance levels for offered programs at the time of sale. Differences between estimated and actual reductions to
the transaction price are recognized as a change in estimate in a subsequent period. We generally do not allow a right of return.
However, on a limited case-by-case basis with prior approval, we may allow customers to return product. In limited circumstances,
50
product returned in saleable condition is resold to other customers or outlets. Receivables from customers generally do not bear
interest. Payment terms and collection patterns vary around the world and by channel, and are short-term, and as such, we do not have
any significant financing components. Our allowance for doubtful accounts represents our estimate of expected credit losses related to
our trade receivables. We pool our trade receivables based on similar risk characteristics, such as geographic location, business
channel, and other account data. To estimate our allowance for doubtful accounts, we leverage information on historical losses, asset-
specific risk characteristics, current conditions, and reasonable and supportable forecasts of future conditions. Account balances are
written off against the allowance when we deem the amount is uncollectible. Please see Note 17 for a disaggregation of our revenue
into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
We do not have material contract assets or liabilities arising from our contracts with customers.
Environmental Costs
Environmental costs relating to existing conditions caused by past operations that do not contribute to current or future revenues are
expensed. Liabilities for anticipated remediation costs are recorded on an undiscounted basis when they are probable and reasonably
estimable, generally no later than the completion of feasibility studies or our commitment to a plan of action.
Advertising Production Costs
We expense the production costs of advertising the first time that the advertising takes place.
Research and Development
All expenditures for research and development (R&D) are charged against earnings in the period incurred. R&D includes expenditures
for new product and manufacturing process innovation, and the annual expenditures are comprised primarily of internal salaries,
wages, consulting, and supplies attributable to R&D activities. Other costs include depreciation and maintenance of research facilities,
including assets at facilities that are engaged in pilot plant activities.
Foreign Currency Translation
For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are
translated at the period-end exchange rates. Income statement accounts are translated using the average exchange rates prevailing
during the period. Translation adjustments are reflected within accumulated other comprehensive loss (AOCI) in stockholders’ equity.
Gains and losses from foreign currency transactions are included in net earnings for the period, except for gains and losses on
investments in subsidiaries for which settlement is not planned for the foreseeable future and foreign exchange gains and losses on
instruments designated as net investment hedges. These gains and losses are recorded in AOCI.
Derivative Instruments
All derivatives are recognized on our Consolidated Balance Sheets at fair value based on quoted market prices or our estimate of their
fair value, and are recorded in either current or noncurrent assets or liabilities based on their maturity. Changes in the fair values of
derivatives are recorded in net earnings or other comprehensive (loss) income (OCI), based on whether the instrument is designated
and effective as a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in
AOCI are reclassified to earnings in the period the hedged item affects earnings. If the underlying hedged transaction ceases to exist,
any associated amounts reported in AOCI are reclassified to earnings at that time. Cash flows from derivative instruments are
primarily reported in cash flows from operating activities in our Consolidated Statements of Cash Flows.
Stock-based Compensation
We generally measure compensation expense for grants of restricted stock units and performance share units using the value of a share
of our stock on the date of grant. We estimate the value of stock option grants using a Black-Scholes valuation model. Generally,
stock-based compensation is recognized straight line over the vesting period. Our stock-based compensation expense is recorded in
selling, general, and administrative (SG&A) expenses and cost of sales in our Consolidated Statements of (Loss) Earnings and
allocated to each reportable segment in our segment results.
Certain equity-based compensation plans contain provisions that accelerate vesting of awards upon retirement, termination, or death of
eligible employees and directors. We consider a stock-based award to be vested when the employee’s or director’s retention of the
award is no longer contingent on providing subsequent service. Accordingly, the related compensation cost for awards granted to
retirement-eligible individuals is recognized from the grant date over an accelerated stated vesting period.
We report the benefits of tax deductions in excess of recognized compensation cost as an operating cash flow.
Defined Benefit Pension, Other Postretirement Benefit, and Postemployment Benefit Plans
We sponsor several domestic and foreign defined benefit plans to provide pension, health care, and other welfare benefits to retired
employees. Under certain circumstances, we also provide accruable benefits, primarily severance and gratuity, to former and inactive
employees in the United States, Canada, Mexico, and other foreign jurisdictions. We recognize an obligation for any of these benefits
that vest or accumulate with service. Postemployment benefits that do not vest or accumulate with service (such as severance based
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solely on annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans are
unfunded.
We recognize the underfunded or overfunded status of a defined benefit pension plan as an asset or liability and recognize changes in
the funded status in the year in which the changes occur through AOCI.
Use of Estimates
Preparing our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States
requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets
and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
These estimates include our accounting for revenue recognition, valuation of long-lived assets, intangible assets, income taxes, and
defined benefit pension, other postretirement benefit and postemployment benefit plans. Actual results could differ from our estimates.
New Accounting Standards
In the fourth quarter of fiscal 2026, we adopted new requirements for enhanced disclosure related to income taxes. The new standard
requires disclosure of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires
disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax
expense or benefit, and income tax expense or benefit from continuing operations. We adopted the requirements of the new standard
using a prospective approach. The adoption of this accounting guidance did not have a material impact on our results of operations and
financial position. See Note 15 to the Consolidated Financial Statements for additional information on the impact to our related
disclosure.
In the fourth quarter of fiscal 2025, we adopted new accounting requirements related to enhanced segment disclosure requirements.
The new standard requires disclosure of significant segment expenses regularly provided to the chief operating decision maker
(CODM) included within segment operating profit or loss as well as a description of how the CODM utilizes segment operating profit
or loss to assess segment performance. We adopted the requirements of the new standard using a retrospective approach. The adoption
of this accounting guidance did not have a material impact on our results of operations and financial position. See Note 17 to the
Consolidated Financial Statements for additional information on the impact to our related disclosure.
In the first quarter of fiscal 2024, we adopted new requirements for enhanced disclosures related to supplier financing programs,
except for the rollforward requirement, which we adopted in the fourth quarter of fiscal 2025. The new standard requires disclosure of
the key terms of the program and a rollforward of the related obligation during the annual period, including the amount of obligations
confirmed and obligations subsequently paid. We have historically presented the key terms of these programs and the associated
obligation outstanding. The adoption of this guidance did not have a material impact on our results of operations and financial
position. See Note 8 to the Consolidated Financial Statements for additional information on the impact to our related disclosure.
In the first quarter of fiscal 2024, we adopted optional accounting guidance to ease the burden in accounting for reference rate reform.
The new standard provides temporary expedients and exceptions to existing accounting requirements for contract modifications and
hedge accounting related to transitioning from discontinued reference rates. This resulted in modifying contracts, where necessary, to
apply a new reference rate, primarily SOFR. The adoption of this accounting guidance did not have a material impact on our results of
operations and financial position.
NOTE 3. ACQUISITIONS AND DIVESTITURES
During the fourth quarter of fiscal 2026, we entered into a definitive agreement to sell our business in Brazil to Café Três Corações
S.A. (3corações) for a base price of R$800.0 million, subject to certain specified deductions and customary post-closing adjustments.
The sale is anticipated to close in calendar 2026, subject to regulatory approvals and other customary closing conditions. As a result,
we have classified relevant assets and liabilities (the disposal group) associated with our Brazil business as held for sale in our
Consolidated Balance Sheets as of May 31, 2026. Additionally, in the fourth quarter of fiscal 2026, we recorded a $1,031.8 million
non-cash pre-tax loss to value the disposal group at the lower of its carrying value or fair value less costs to sell based on estimated net
proceeds, which was based on Level 2 inputs in the fair value hierarchy and includes the impact of accumulated foreign currency
translation losses that will be reclassified to earnings upon sale. We recorded the loss in restructuring, transformation, impairment, and
other exit costs in our Consolidated Statements of (Loss) Earnings, which included a $753.1 million reserve against the assets held for
sale and a $264.9 million accrual of the remaining difference between the carrying amount and the estimated net proceeds within
liabilities held for sale. We will monitor changes in the estimated net proceeds that could further impact the value of the disposal
group and the expected loss on sale.
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The components of assets held for sale and liabilities held for sale are as follows:
In Millions May 31, 2026
Cash and cash equivalents $37.9
Receivables 157.4
Inventories 59.3
Prepaid expenses and other current assets 15.6
Land, buildings, and equipment 134.9
Other intangible assets 57.2
Deferred income taxes 253.1
Other assets 37.7
Gross assets held for sale $753.1
Reserve for assets held for sale (753.1)
Assets held for sale $—
Accounts payable $110.6
Other current liabilities 53.8
Other liabilities 20.5
Gross liabilities held for sale 184.9
Loss in excess of assets held for sale 264.9
Liabilities held for sale $449.8
During the first quarter of fiscal 2026, we completed the sale of our United States yogurt business to Groupe Lactalis S.A. and
recorded a pre-tax gain of $1,046.5 million.
During the third quarter of fiscal 2025, we completed the sale of our Canada yogurt business to Sodiaal International and recorded a
pre-tax gain of $95.9 million. In the first quarter of fiscal 2026, we recorded a sale price adjustment that resulted in a $7.9 million
increase to the pre-tax gain.
During the third quarter of fiscal 2025, we acquired NX Pet Holding, Inc., representing Whitebridge Pet Brands’ North American
premium cat feeding and pet treating business, for a purchase price of $1.4 billion (Whitebridge Pet Brands acquisition). We financed
the transaction with cash on hand and new debt. We consolidated Whitebridge Pet Brands into our Consolidated Balance Sheets and
recorded goodwill of $1,086.7 million, an indefinite-lived intangible asset for the Tiki Pets brand totaling $289.0 million, and a finite-
lived customer relationship asset of $31.0 million. The goodwill is included in the North America Pet segment and is not deductible
for tax purposes. The pro forma effects of this acquisition were not material. The consolidated results are reported in our North
America Pet operating segment on a one-month lag. In fiscal 2026, we recorded a $31.9 million decrease to goodwill, primarily related
to adjustments to certain purchase accounting liabilities upon finalization of income tax returns recorded in the second quarter of fiscal
2026.
During the fourth quarter of fiscal 2024, we acquired a pet food business in Europe, for a purchase price of $434.1 million, net of cash
acquired. During the first quarter of fiscal 2025, we paid $7.7 million related to a purchase price holdback after closing conditions
were met. We financed the transaction with cash on hand. We consolidated the business into our Consolidated Balance Sheets and
recorded goodwill of $317.5 million, an indefinite-lived brand intangible asset of $118.4 million and a finite-lived customer
relationship asset of $14.2 million. The goodwill is included in the International segment and is not deductible for tax purposes. The
pro forma effects of this acquisition were not material. The consolidated results are reported in our International operating segment on
a one-month lag.
NOTE 4. RESTRUCTURING, TRANSFORMATION, IMPAIRMENT, AND OTHER EXIT COSTS
GOODWILL AND OTHER INTANGIBLE ASSET IMPAIRMENTS
In fiscal 2026, we recorded a $1,500.0 million non-cash goodwill impairment charge related to our North America Pet reporting unit
and $302.9 million of non-cash impairment charges related to our Nudges, Uncle Toby’s, and True Chews brand intangible assets. In
fiscal 2024, we recorded a $117.1 million non-cash goodwill impairment charge related to our Latin America reporting unit and
53
$103.1 million of non-cash impairment charges related to our Top Chews, True Chews, and EPIC brand intangible assets. Please see
Note 6 for additional information.
VALUATION LOSS ON HELD FOR SALE BUSINESS
In fiscal 2026, we recorded a $1,031.8 million non-cash pre-tax valuation loss related to the planned divestiture of our Brazil business.
Please see Note 3 for additional information.
RESTRUCTURING AND TRANSFORMATION INITIATIVES
We view our restructuring and transformation activities as actions that help us meet our long-term growth targets and are evaluated
against internal rate of return and net present value targets. Each project normally takes one to two years to complete. At completion
(or as each major stage is completed in the case of multi-year programs), the project begins to deliver cash savings and/or reduced
depreciation. These activities result in various restructuring and transformation costs, including asset write-offs, exit charges including
severance, contract termination fees, and decommissioning and other costs. Accelerated depreciation associated with restructured
assets, as used in the context of our disclosures regarding restructuring activity, refers to the increase in depreciation expense caused
by shortening the useful life or updating the salvage value of depreciable fixed assets to coincide with the end of production under an
approved restructuring plan. Any impairment of the asset is recognized immediately in the period the plan is approved.
Restructuring and transformation charges recorded in fiscal 2026 were as follows:
In Millions
Supply chain actions $95.4
Charges associated with restructuring and transformation actions previously announced 60.1
Total restructuring and transformation charges $155.5
In fiscal 2026, we approved a multi-year organizational initiative to increase the competitiveness of our supply chain. We expect to
incur approximately $101 million of restructuring charges related to these actions, of which approximately $33 million will be cash.
These charges are expected to consist of approximately $66 million of net asset write-offs and $35 million of other costs, including
severance. We recognized $71.0 million of asset write-offs and $24.4 million of other costs in fiscal 2026. We expect these actions to
be completed by the end of fiscal 2029.
Certain actions are subject to union negotiations and works council consultations, where required.
We paid net $92.5 million of cash related to restructuring actions in fiscal 2026. We paid net $13.2 million of cash in fiscal 2025.
Restructuring and transformation charges recorded in fiscal 2025 were as follows:
In Millions
Global transformation initiative $70.1
Charges associated with restructuring actions previously announced 17.4
Total restructuring and transformation charges $87.5
Restructuring charges recorded in fiscal 2024 were as follows:
In Millions
Commercial strategy actions $18.6
Charges associated with restructuring actions previously announced 20.2
Total restructuring charges $38.8
Restructuring, transformation and impairment charges are classified in our Consolidated Statements of (Loss) Earnings as follows:
Fiscal Year
In Millions 2026 2025 2024
Restructuring, transformation, impairment, and other exit costs $2,970.8 $78.3 $241.4
Cost of sales 19.4 9.2 17.6
Total restructuring, transformation, and impairment charges $2,990.2 $87.5 $259.0
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The roll forward of our restructuring, transformation, and other exit cost reserves, included in other current liabilities, is as follows:
In Millions Severance Other ExitCosts Total
Reserve balance as of May 28, 2023 $47.6 $0.1 $47.7
Reserve 2024 charges, including foreign currency translation — 0.1 0.1
Utilized in fiscal 2024 (32.8) (0.2) (33.0)
Reserve balance as of May 26, 2024 14.8 — 14.8
Reserve 2025 charges, including foreign currency translation 70.1 — 70.1
Utilized in fiscal 2025 (7.8) — (7.8)
Reserve balance as of May 25, 2025 77.1 — 77.1
Reserve 2026 charges, including foreign currency translation 4.7 3.7 8.4
Utilized in fiscal 2026 (35.6) — (35.6)
Reserve balance as May 31, 2026 $46.2 $3.7 $49.9
The charges recognized in the roll forward of our reserves for restructuring, transformation, and other exit costs do not include items
charged directly to expense (e.g., asset write-offs, asset impairment charges, and the gain or loss on the sale of restructured assets) and
other periodic exit costs recognized as incurred, as those items are not reflected in our restructuring, transformation, and other exit cost
reserves on our Consolidated Balance Sheets.
NOTE 5. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
We have a 50 percent interest in Cereal Partners Worldwide (CPW), which manufactures and markets ready-to-eat cereal products in
approximately 120 countries outside the United States and Canada. CPW also markets cereal bars in European countries and
manufactures private label cereals for customers in the United Kingdom. We have guaranteed a portion of CPW’s debt and its pension
obligation in the United Kingdom.
We also have a 50 percent interest in Häagen-Dazs Japan, Inc. (HDJ). This joint venture manufactures and markets Häagen-Dazs ice
cream products and frozen novelties.
Results from our CPW and HDJ joint ventures are reported for the 12 months ended March 31.
Joint venture related balance sheet activity is as follows:
In Millions May 31, 2026 May 25, 2025
Cumulative investments $254.7 $431.8
Goodwill and other intangible assets 428.5 469.9
Aggregate advances included in cumulative investments 310.9 314.6
Joint venture earnings and cash flow activity is as follows:
Fiscal Year
In Millions 2026 2025 2024
Sales to joint ventures $6.7 $7.8 $4.8
Net advances (repayments) 31.8 (13.3) 2.7
Dividends received 39.0 44.6 50.4
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Summary combined financial information for the joint ventures on a 100 percent basis is as follows:
Fiscal Year
In Millions 2026 2025 2024
Net sales:
CPW $1,678.5 $1,647.3 $1,718.5
HDJ 341.7 323.1 319.3
Total net sales 2,020.2 1,970.4 2,037.8
Gross margin 697.5 686.8 672.2
(Loss) earnings before income taxes (73.6) 89.4 145.2
(Loss) earnings after income taxes (112.1) 61.5 119.9
In Millions May 31, 2026 May 25, 2025
Current assets $707.4 $751.0
Noncurrent assets 632.5 788.3
Current liabilities 1,302.6 1,314.1
Noncurrent liabilities 116.3 96.3
NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS
The components of goodwill and other intangible assets are as follows:
In Millions May 31, 2026 May 25, 2025
Goodwill $14,122.4 $15,622.4
Other intangible assets:
Intangible assets not subject to amortization:
Brands 6,472.2 6,816.7
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles 412.4 420.9
Less accumulated amortization (167.7) (156.2)
Intangible assets subject to amortization, net 244.7 264.7
Other intangible assets 6,716.9 7,081.4
Total $20,839.3 $22,703.8
Based on the carrying value of finite-lived intangible assets as of May 31, 2026, amortization expense for each of the next five fiscal
years is estimated to be approximately $19 million.
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The changes in the carrying amount of goodwill for fiscal 2024, 2025, and 2026 are as follows:
In Millions North America Retail North America Pet North America Foodservice International Corporate and Joint Ventures Total
Balance as of May 28, 2023 $6,542.4 $6,062.8 $805.6 $708.4 $392.0 $14,511.2
Acquisitions — — — 318.1 26.9 345.0
Impairment charge — — — (117.1) — (117.1)
Other activity, primarily foreign currency translation (0.5) — (0.1) 7.7 4.5 11.6
Balance as of May 26, 2024 6,541.9 6,062.8 805.5 917.1 423.4 14,750.7
Acquisition — 1,086.7 — — — 1,086.7
Divestiture (14.6) — — — — (14.6)
Reclassified to assets held for sale (202.6) — (50.0) — — (252.6)
Other activity, primarily foreign currency translation (1.2) — — 34.6 18.8 52.2
Balance as of May 25, 2025 6,323.5 7,149.5 755.5 951.7 442.2 15,622.4
Impairment charge — (1,500.0) — — — (1,500.0)
Divestiture (4.8) — (0.2) — — (5.0)
Purchase accounting adjustments — (31.9) — — — (31.9)
Other activity, primarily foreign currency translation (0.5) — — 26.5 10.9 36.9
Balance as of May 31, 2026 $6,318.2 $5,617.6 $755.3 $978.2 $453.1 $14,122.4
The changes in the carrying amount of other intangible assets for fiscal 2024, 2025, and 2026 are as follows:
In Millions Total
Balance as of May 28, 2023 $6,967.6
Acquisition 132.6
Impairment charges (103.1)
Other activity, primarily amortization and foreign currency translation (17.2)
Balance as of May 26, 2024 6,979.9
Acquisition 320.0
Divestiture (44.4)
Reclassified to assets held for sale (160.7)
Other activity, primarily amortization and foreign currency translation (13.4)
Balance as of May 25, 2025 7,081.4
Impairment charges (302.9)
Reclassified to assets held for sale (57.2)
Other activity, primarily amortization and foreign currency translation (4.4)
Balance as of May 31, 2026 $6,716.9
Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of
fiscal 2026. As a result of lower future sales and profitability projections for the business supporting our Uncle Toby’s brand
intangible asset, we determined that the fair value of the brand intangible asset no longer exceeded its carrying value and recorded a
$52.9 million non-cash impairment charge.
In addition, we identified a triggering event due to a sustained decline in market capitalization and stock price in the fourth quarter of
fiscal 2026 reflecting heightened macroeconomic uncertainty and lower market multiples in our industry, which caused a related
increase in our discount rates and required an interim impairment assessment. We performed the interim impairment assessment of our
goodwill and other intangible assets as of May 31, 2026, and determined that the fair values of our North America Pet reporting unit
and our Nudges and True Chews brand intangible assets no longer exceeded the carrying values of the respective assets, primarily
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driven by an increase in the discount rates. As a result, we recorded $1,750.0 million of non-cash impairment charges, of which
$1,500.0 million related to the North America Pet reporting unit goodwill and $250.0 million related to the brand intangible assets, all
of which are included within our North America Pet segment. The $1,500.0 million goodwill impairment charge is not deductible for
tax purposes.
We recorded these impairment charges in restructuring, transformation, impairment and other exit costs in our Consolidated
Statements of (Loss) Earnings. Our estimates of the fair values were determined based on discounted cash flow models using inputs
which included our long-range cash flow projections for the businesses, royalty rates, discount rates, and tax rates. These fair values
are Level 3 assets in the fair value hierarchy.
During the fourth quarter of fiscal 2026, we also reclassified the Yoki and Kitano brand intangible assets as assets held for sale. See
Note 3 for additional information.
In addition, while having significant coverage as of our May 31, 2026 assessment date, the Blue Buffalo brand intangible asset had risk
of decreasing coverage due to the increase in our discount rates. The Progresso brand intangible asset also had risk of decreasing
coverage. We will continue to monitor applicable businesses for potential impairment. All other reporting unit and intangible asset fair
values were substantially in excess of the carrying values.
NOTE 7. LEASES
Our lease portfolio primarily consists of operating lease arrangements for certain warehouse and distribution space, office space, retail
shops, production facilities, rail cars, production and distribution equipment, automobiles, and office equipment. Our lease costs
associated with finance leases and sale-leaseback transactions and our lease income associated with lessor and sublease arrangements
are not material to our Consolidated Financial Statements.
Components of our lease cost are as follows:
Fiscal Year
In Millions 2026 2025 2024
Operating lease cost $138.5 $145.7 $128.9
Variable lease cost 6.8 7.5 8.9
Short-term lease cost 31.1 32.6 32.2
Maturities of our operating and finance lease obligations by fiscal year are as follows:
In Millions Operating Leases Finance Leases
Fiscal 2027 $118.4 $0.4
Fiscal 2028 100.3 —
Fiscal 2029 78.5 —
Fiscal 2030 51.4 —
Fiscal 2031 38.3 —
After fiscal 2031 69.3 —
Total noncancelable future lease obligations $456.2 $0.4
Less: Interest (53.8) —
Present value of lease obligations $402.4 $0.4
The lease payments presented in the table above exclude $95.5 million of minimum lease payments for operating leases we have
committed to but have not yet commenced as of May 31, 2026.
The weighted-average remaining lease term and weighted-average discount rate for our operating leases are as follows:
May 31, 2026 May 25, 2025
Weighted-average remaining lease term 5.0 years 5.0 years
Weighted-average discount rate 4.7% 4.9%
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In addition, we had $12.3 million of right of use assets and $12.3 million of related lease liabilities classified as held for sale as of
May 31, 2026.
Supplemental operating cash flow information and non-cash activity related to our operating leases, including those classified as held-
for-sale, are as follows:
Fiscal Year
In Millions 2026 2025
Cash paid for amounts included in the measurement of lease liabilities $140.6 $152.7
Right of use assets obtained in exchange for new lease liabilities $97.6 $163.4
NOTE 8. FINANCIAL INSTRUMENTS, RISK MANAGEMENT ACTIVITIES, AND FAIR VALUES
FINANCIAL INSTRUMENTS
The carrying values of cash and cash equivalents, receivables, accounts payable, other current liabilities, and notes payable
approximate fair value. Marketable securities are carried at fair value. As of May 31, 2026, and May 25, 2025, a comparison of cost
and market values of our marketable debt and equity securities is as follows:
Cost Fair Value Gross Unrealized Gains Gross Unrealized Losses
Fiscal Year Fiscal Year Fiscal Year Fiscal Year
In Millions 2026 2025 2026 2025 2026 2025 2026 2025
Available for sale debt securities $2.3 $2.3 $2.3 $2.3 $— $— $— $—
Equity securities 0.3 0.3 4.6 4.9 4.3 4.6 — —
Total $2.6 $2.6 $6.9 $7.2 $4.3 $4.6 $— $—
There were no realized gains or losses from sales of marketable securities in fiscal 2026 and 2025. Gains and losses are determined by
specific identification.
Classification of marketable securities as current or noncurrent is dependent upon our intended holding period and the security’s
maturity date. The aggregate unrealized gains and losses on available for sale debt securities, net of tax effects, are classified in AOCI
within stockholders’ equity.
Scheduled maturities of our marketable securities are as follows:
Marketable Securities
In Millions Cost Fair Value
Under 1 year (current) $2.3 $2.3
Equity securities 0.3 4.6
Total $2.6 $6.9
As of May 31, 2026, we had $2.3 million of marketable debt securities pledged as collateral for derivative contracts.
RISK MANAGEMENT ACTIVITIES
As a part of our ongoing operations, we are exposed to market risks such as changes in interest and foreign currency exchange rates
and commodity and equity prices. To manage these risks, we may enter into various derivative transactions (e.g., futures, options, and
swaps) pursuant to our established policies.
COMMODITY PRICE RISK
Many commodities we use in the production and distribution of our products are exposed to market price risks. We utilize derivatives
to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils (principally soybean),
natural gas, and diesel fuel. Our primary objective when entering into these derivative contracts is to achieve certainty with regard to
the future price of commodities purchased for use in our supply chain. We manage our exposures through a combination of purchase
orders, long-term contracts with suppliers, exchange-traded futures and options, and over-the-counter options and swaps. We offset
our exposures based on current and projected market conditions and generally seek to acquire the inputs at as close as possible to or
below our planned cost.
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We use derivatives to manage our exposure to changes in commodity prices. We do not perform the assessments required to achieve
hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded
currently in cost of sales in our Consolidated Statements of (Loss) Earnings.
Although we do not meet the criteria for cash flow hedge accounting, we believe that these instruments are effective in achieving our
objective of providing certainty in the future price of commodities purchased for use in our supply chain. Accordingly, for purposes of
measuring segment operating performance these gains and losses are reported in unallocated corporate items outside of segment
operating results until such time that the exposure we are managing affects earnings. At that time we reclassify the gain or loss from
unallocated corporate items to segment operating profit, allowing our operating segments to realize the economic effects of the
derivative without experiencing any resulting mark-to-market volatility, which remains in unallocated corporate items.
Unallocated corporate items for fiscal 2026, 2025, and 2024 included:
Fiscal Year
In Millions 2026 2025 2024
Net gain (loss) on mark-to-market valuation of commodity positions $62.0 $(37.4) $(15.4)
Net (gain) loss on commodity positions reclassified from unallocated corporate items to segment operating profit (19.2) 52.8 40.0
Net mark-to-market revaluation of certain grain inventories 5.6 0.3 14.5
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items $48.4 $15.7 $39.1
As of May 31, 2026, the net notional value of commodity derivatives was $126.0 million, of which $48.2 million related to
agricultural inputs and $77.8 million related to energy inputs. As of May 25, 2025, the net notional value of commodity derivatives
was $227.1 million, of which $134.6 million related to agricultural inputs and $92.5 million related to energy inputs. These contracts
relate to inputs that generally will be utilized within the next 12 months.
INTEREST RATE RISK
We are exposed to interest rate volatility with regard to future issuances of fixed-rate debt, existing fixed-rate debt with interest rate
reset features, and existing and future issuances of floating-rate debt. Primary exposures include U.S. Treasury rates, Secured
Overnight Financing Rate (SOFR), European Interbank Offered Rate (Euribor), the Euro mid-market swap rate, and commercial paper
rates in the United States and Europe. We use interest rate swaps, forward-starting interest rate swaps, and treasury locks to hedge our
exposure to interest rate changes, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed-rate
versus floating-rate debt, based on current and projected market conditions. Generally under these swaps, we agree with a counterparty
to exchange the difference between fixed-rate and floating-rate interest amounts based on an agreed upon notional principal amount.
Floating Interest Rate Exposures — Floating-to-fixed interest rate swaps are accounted for as cash flow hedges, as are all hedges of
forecasted issuances of debt. Effectiveness is assessed based on either the perfectly effective hypothetical derivative method or
changes in the present value of interest payments on the underlying debt. Effective gains and losses deferred to AOCI are reclassified
into earnings over the life of the associated debt.
Fixed Interest Rate Exposures — Fixed-to-floating interest rate swaps are accounted for as fair value hedges with effectiveness
assessed based on changes in the fair value of the underlying debt and derivatives, using incremental borrowing rates currently
available on loans with similar terms and maturities.
During the fourth quarter of fiscal 2025, we entered into a €750.0 million notional amount interest rate swap to convert our €750.0
million fixed-rate senior notes due April 17, 2032, to a floating rate.
During the second quarter of fiscal 2025, in advance of planned debt financing, we entered into $350.0 million of treasury locks. The
treasury locks were terminated during the second quarter of fiscal 2025, in conjunction with the Company’s issuance of $750.0 million
of fixed-rate senior notes due January 30, 2035. Upon termination, a gain of $0.1 million was recognized in AOCI and will be
amortized through interest expense over the respective term of the debt.
During the second quarter of fiscal 2025, we entered into a $750.0 million notional amount interest rate swap to convert our $750.0
million of fixed-rate senior notes due January 30, 2030, to a floating rate.
During the second quarter of fiscal 2025, our $500.0 million notional amount interest rate swap to convert our $500.0 million of fixed-
rate senior notes due November 18, 2025, to a floating rate was called by the counterparty prior to the maturity date. The previously
existing swap was designated as a fair value hedge, and concurrent with the swap being called, we ceased recording market value
adjustments to the associated hedged debt.
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As of May 31, 2026, the pre-tax amount of cash-settled interest rate hedge activity remaining in AOCI was a $13.2 million pre-tax
loss. This will be reclassified to earnings over the remaining term of the related underlying debt. The amount expected to be
reclassified from AOCI to net interest in fiscal 2027 is a $1.5 million pre-tax loss.
The notional amounts of our interest rate derivatives, with maturity dates ranging from January 2030 through April 2032, were as
follows:
In Millions May 31, 2026 May 25, 2025
Pay-floating swaps - notional amount $1,624.4 $2,283.9
FOREIGN EXCHANGE RISK
Foreign currency fluctuations affect our net investments in foreign subsidiaries and foreign currency cash flows related to third party
purchases, intercompany loans, product shipments, and foreign-denominated debt. We are also exposed to the translation of foreign
currency earnings to the U.S. dollar. Our principal exposures are to the Australian dollar, Brazilian real, British pound sterling,
Canadian dollar, Chinese renminbi, euro, Japanese yen, Mexican peso, and Swiss franc. We primarily use foreign currency forward
contracts to selectively hedge our foreign currency cash flow exposures. We also generally swap our nonfunctional currency
intercompany loans back to U.S. dollars or the functional currency of the entity with foreign exchange exposure. The gains or losses
on these derivatives offset the foreign currency revaluation gains or losses recorded in earnings on the associated borrowings. We
generally do not hedge more than 18 months in advance.
The net notional value of foreign exchange derivatives were as follows:
In Millions May 31, 2026 May 25, 2025
Foreign exchange derivatives - notional amount $1,432.1 $831.3
We also have net investments in foreign subsidiaries that are denominated in euros. We hedged a portion of these net investments by
issuing euro-denominated commercial paper and foreign exchange forward contracts. A portion of these net investments are hedged
with euro-denominated bonds as follows:
In Millions May 31, 2026 May 25, 2025
Euro-denominated bonds - principal amount €5,084.5 €4,742.8
As of May 31, 2026, we had deferred net foreign currency transaction losses of $218.7 million in AOCI associated with net
investment hedging activity.
EQUITY INSTRUMENTS
Equity price movements affect our compensation expense as certain investments made by our employees in our deferred compensation
plan are revalued. We use equity swaps to manage this risk. The net notional amount of our equity swap contracts, with maturity dates
ranging from November 2026 through April 2027, were as follows:
In Millions May 31, 2026 May 25, 2025
Equity swap contracts - notional amount $227.0 $202.7
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FAIR VALUE MEASUREMENTS AND FINANCIAL STATEMENT PRESENTATION
The fair values of our assets, liabilities, and derivative positions recorded at fair value and their respective levels in the fair value
hierarchy as of May 31, 2026, and May 25, 2025, were as follows:
May 31, 2026 May 25, 2025
In Millions Fair Value Hierarchy Levels Assets Liabilities Assets Liabilities
Derivatives designated as hedging instruments:
Interest rate contracts (a) (b) 2 $0.8 $(21.1) $5.0 $(11.4)
Foreign exchange contracts (a) (c) 2 4.7 (7.5) 4.1 (13.5)
Total 5.5 (28.6) 9.1 (24.9)
Derivatives not designated as hedging instruments:
Foreign exchange contracts (a) (c) 2 1.6 (6.5) 0.2 (1.3)
Commodity contracts (a) (d) (e) 1, 2 40.3 (1.1) 1.5 (7.6)
Grain contracts (a) (d) 2 5.4 (1.4) 2.2 (4.0)
Total 47.3 (9.0) 3.9 (12.9)
Other assets and liabilities reported at fair value:
Marketable investments (a) (f) (g) 1, 2 40.6 — 7.2 —
Long-lived assets (h) 2 1.5 — 2.0 —
Total 42.1 — 9.2 —
Total assets, liabilities, and derivative positions recorded at fair value $94.9 $(37.6) $22.2 $(37.8)
(a)These contracts and investments are recorded as prepaid expenses and other current assets, other assets, other current liabilities or other
liabilities, as appropriate, based on whether in a gain or loss position. Certain marketable investments are recorded as cash and cash equivalents.
(b)Based on Euribor, SOFR, and swap rates. As of May 31, 2026, the carrying amount of hedged debt designated as the hedged item in a fair value
hedge was $1,603.5 million and was classified on the Consolidated Balance Sheets within long-term debt. As of May 31, 2026, the cumulative
amount of fair value hedging basis adjustments was $20.9 million. As of May 25, 2025, the carrying amount of hedged debt designated as the
hedged item in a fair value hedge was $2,280.6 million, of which $675.6 million and $1,605.0 million was classified on the Consolidated
Balance Sheet within current portion of long-term debt and long-term debt, respectively. As of May 25, 2025, the cumulative amount of fair
value hedging basis adjustments was $3.2 million.
(c)Based on observable market transactions of spot currency rates and forward currency prices.
(d)Based on prices of futures exchanges and recently reported transactions in the marketplace.
(e)Commodity contract assets as of May 31, 2026, include Level 2 assets of $40.3 million. Commodity contract liabilities as of May 31, 2026,
include Level 2 liabilities of $1.1 million. Commodity contract assets as of May 25, 2025, include Level 1 and Level 2 assets of $0.6 million and
$0.9 million, respectively. Commodity contract liabilities as of May 25, 2025, include Level 1 and Level 2 liabilities of $0.2 million and $7.4
million, respectively.
(f)Based on prices of common stock, mutual fund net asset values, and bond matrix pricing.
(g)Marketable investment assets as of May 31, 2026, include Level 1 and Level 2 assets of $4.6 million and $36.0 million, respectively. Marketable
investment assets as of May 25, 2025, include Level 1 and Level 2 assets of $4.9 million and $2.3 million, respectively.
(h)In fiscal 2026 and 2025, we recorded $29.4 million of non-cash impairment charges and immaterial non-cash impairment charges, respectively,
to write down certain long-lived assets to their fair value. Fair value was based on recently reported transactions for similar assets in the
marketplace. These assets were associated with previously announced restructuring actions described in Note 4.
We did not significantly change our valuation techniques from prior periods.
The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those instruments. Where quoted
prices are not available, fair value is estimated using discounted cash flows and market-based expectations for interest rates, credit risk
and the contractual terms of the debt instruments. As of May 31, 2026, the fair value and carrying amount of our long-term debt,
including the current portion, were $12,968.8 million and $13,469.6 million, respectively. As of May 25, 2025, the fair value and
carrying amount of our long-term debt, including the current portion, were $13,579.5 million and $14,201.6 million, respectively.
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Information related to our cash flow hedges, fair value hedges, and other derivatives not designated as hedging instruments for the
fiscal years ended May 31, 2026, and May 25, 2025, follows:
Interest Rate Contracts Foreign Exchange Contracts Equity Contracts Commodity Contracts Total
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
In Millions 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025
Derivatives in Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in OCI $— $0.1 $6.6 $(8.1) $— $— $— $— $6.6 $(8.0)
Amount of net gain (loss) reclassified from AOCI into earnings (a) 1.4 (0.2) (3.1) 2.5 — — — — (1.7) 2.3
Derivatives in Fair Value Hedging Relationships:
Amount of net gain recognized in earnings (b) 3.4 3.0 — — — — — — 3.4 3.0
Derivatives Not Designated as Hedging Instruments:
Amount of net gain (loss) recognized in earnings (c) $— $— $8.4 $(16.0) $38.4 $6.3 $67.9 $(22.0) $114.7 $(31.7)
(a)Gain (loss) reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for
foreign exchange contracts. For the fiscal year ended May 31, 2026, the amount of loss reclassified from AOCI into cost of sales was $4.2
million and the amount of gain reclassified from AOCI into SG&A was $1.1 million. For the fiscal year ended May 25, 2025, the amount of
gain reclassified from AOCI into cost of sales was $12.7 million and the amount of loss reclassified from AOCI into SG&A was $10.2 million.
(b)Gain recognized in earnings is reported in interest, net for interest rate contracts.
(c)Gain (loss) recognized in earnings is reported in SG&A and after-tax earnings from joint ventures for foreign exchange contracts, SG&A for
equity contracts, and cost of sales for commodity contracts.
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The following tables reconcile the net fair values of assets and liabilities subject to offsetting arrangements that are recorded in our
Consolidated Balance Sheets to the net fair values that could be reported in our Consolidated Balance Sheets:
May 31, 2026 May 25, 2025
In Millions Gross Amount Gross Amount Offset on Balance Sheet Net Amount (a) Gross Amount Not Offset on Balance Sheet (c) Net Amount (b) Gross Amount Gross Amount Offset on Balance Sheet Net Amount (a) Gross Amount Not Offset on Balance Sheet (c) Net Amount (b)
Assets:
Commodity contracts $40.3 $— $40.3 $(1.1) $39.2 $1.5 $— $1.5 $(1.0) $0.5
Interest rate contracts 1.8 — 1.8 — 1.8 4.6 — 4.6 (2.2) 2.4
Foreign exchange contracts 7.6 — 7.6 (0.5) 7.1 4.3 — 4.3 (3.8) 0.5
Equity contracts 6.4 — 6.4 (6.0) 0.4 3.8 — 3.8 (1.0) 2.8
Total $56.1 $— $56.1 $(7.6) $48.5 $14.2 $— $14.2 $(8.0) $6.2
Liabilities:
Commodity contracts $(1.1) $— $(1.1) $1.1 $— $(7.6) $— $(7.6) $1.0 $(6.6)
Interest rate contracts (21.2) — (21.2) 16.4 (4.8) (18.3) — (18.3) 2.2 (16.1)
Foreign exchange contracts (0.5) — (0.5) 0.5 — (14.8) — (14.8) 3.8 (11.0)
Equity contracts (14.0) — (14.0) 6.0 (8.0) (1.0) — (1.0) 1.0 —
Total $(36.8) $— $(36.8) $24.0 $(12.8) $(41.7) $— $(41.7) $8.0 $(33.7)
(a) Net fair value as recorded in our Consolidated Balance Sheets.
(b) Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.
(c) Fair value of assets or liabilities that could be reported net in our Consolidated Balance Sheets. As of May 31, 2026, this includes no collateral received and $16.4 million of collateral
pledged related to derivative instruments. As of May 25, 2025, this includes no collateral received or pledged related to derivative instruments.
AMOUNTS RECORDED IN ACCUMULATED OTHER COMPREHENSIVE LOSS
As of May 31, 2026, the after-tax amounts of unrealized losses in AOCI related to hedge derivatives follows:
In Millions After-Tax (Loss)/Gain
Unrealized loss from interest rate cash flow hedges $(8.2)
Unrealized gain from foreign currency cash flow hedges 3.4
After-tax loss in AOCI related to hedge derivatives $(4.8)
The net amount of pre-tax gains and losses in AOCI as of May 31, 2026, that we expect to be reclassified into net earnings within the
next 12 months is a $3.9 million net loss.
CREDIT-RISK-RELATED CONTINGENT FEATURES
Certain of our derivative instruments contain provisions that require us to maintain an investment grade credit rating on our debt from
each of the major credit rating agencies. If our debt were to fall below investment grade, the counterparties to the derivative
instruments could request full collateralization on derivative instruments in net liability positions. The aggregate fair value of all
derivative instruments with credit-risk-related contingent features that were in a liability position on May 31, 2026, was $29.2 million.
We have posted $16.4 million collateral under these contracts.
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CONCENTRATIONS OF CREDIT AND COUNTERPARTY CREDIT RISK
During fiscal 2026, customer concentration was as follows:
Percent of total Consolidated North America Retail North America Foodservice International North America Pet
Walmart (a):
Net sales 22% 31% 11% 3% 17%
Accounts receivable 19% 8% 12% 19%
Five largest customers:
Net sales 54% 57% 30% 66%
(a) Includes Walmart Inc. and its affiliates.
No customer other than Walmart accounted for 10 percent or more of our consolidated net sales.
We enter into interest rate, foreign exchange, and certain commodity and equity derivatives, primarily with a diversified group of
highly rated counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and, by policy,
limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of
nonperformance by these counterparties; however, we have not incurred a material loss. We also enter into commodity futures
transactions through various regulated exchanges.
The amount of loss due to the credit risk of the counterparties, should the counterparties fail to perform according to the terms of the
contracts, is $14.0 million. We have no collateral held against these contracts. Under the terms of our swap agreements, some of our
transactions require collateral or other security to support financial instruments subject to threshold levels of exposure and
counterparty credit risk. Collateral assets are either cash or U.S. Treasury instruments and are held in a trust account that we may
access if the counterparty defaults.
We offer certain suppliers access to third-party services that allow them to view our scheduled payments online. The third-party
services also allow suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party.
We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third parties, or any
financial institutions concerning these services, including not providing any form of guarantee and not pledging assets as security to
the third parties or financial institutions. All of our accounts payable remain as obligations to our suppliers as stated in our supplier
agreements.
The roll forward of our obligations payable to suppliers who utilize these third-party services is as follows:
In Millions 2026 2025
Balance as of beginning of fiscal year $1,427.5 $1,404.4
Additions, including foreign currency translation 4,130.8 4,116.8
Payments (4,158.7) (4,093.7)
Balance as of end of fiscal year $1,399.6 $1,427.5
As of May 31, 2026, $1,356.5 million of our obligations were included in accounts payable and $43.1 million were included in
liabilities held for sale. As of May 25, 2025, $1,427.5 million of our obligations were included in accounts payable.
NOTE 9. DEBT
NOTES PAYABLE
The components of notes payable and their respective weighted-average interest rates at the end of the periods were as follows:
May 31, 2026 May 25, 2025
In Millions Notes Payable Weighted- Average Interest Rate Notes Payable Weighted- Average Interest Rate
U.S. commercial paper $60.0 3.8 % $669.4 4.5 %
Financial institutions 8.4 4.6 7.6 5.8
Total $68.4 3.9 % $677.0 4.5 %
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To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States
and Europe.
The following table details the credit facilities and lines of credit we had available as of May 31, 2026:
In Millions Borrowing Capacity Borrowed Amount
Committed credit facility expiring October 2029 $2,700.0 $—
Uncommitted credit facilities and lines of credit 774.5 8.4
Total $3,474.5 $8.4
We are in compliance with all credit facility covenants.
LONG-TERM DEBT
In the fourth quarter of fiscal 2026, we issued €1.0 billion of 4.75 percent fixed-to-fixed reset rate Series A junior subordinated notes
and €700.0 million of 5.25 percent fixed-to-fixed reset rate Series B junior subordinated notes, each due July 16, 2056. The interest
rate of the Series A and Series B junior subordinated notes will reset on July 16, 2031 and July 16, 2034, respectively, and every fifth
year thereafter. The Series A and Series B junior subordinated notes pay interest annually and may be redeemed at any time during the
90 days prior to their respective first interest reset date and on any interest payment date thereafter, in whole or in part at the principal
amount thereof, and at certain other times at a defined redemption price, in each case plus accrued interest. We used the net proceeds
to repay €250.0 million of floating-rate senior notes due April 22, 2026, $750.0 million of 3.2 percent fixed-rate senior notes due
February 10, 2027, $500.0 million of 4.7 percent fixed-rate senior notes due January 30, 2027, a portion of our outstanding
commercial paper, and for other general corporate purposes. The early redemption of certain senior notes resulted in a net $2.0 million
loss, which was recorded in Interest, net in the Consolidated Statements of (Loss) Earnings.
In the third quarter of fiscal 2026, we repaid €600.0 million of 0.45 percent fixed-rate senior notes due January 15, 2026, using
proceeds from the issuance of commercial paper and cash on hand.
In the second quarter of fiscal 2026, we repaid €500.0 million of 0.125 percent fixed-rate senior notes due November 15, 2025, with
cash on hand.
In the fourth quarter of fiscal 2025, we issued €750.0 million of 3.6 percent fixed-rate senior notes due April 17, 2032. We used the
net proceeds to repay $800.0 million of 4.0 percent fixed-rate senior notes due April 17, 2025, and a portion of our outstanding
commercial paper, as well as for general corporate purposes.
In the third quarter of fiscal 2025, we repaid $500.0 million of 5.241 percent fixed-rate senior notes due November 18, 2025, using
proceeds from the issuance of commercial paper.
In the second quarter of fiscal 2025, we issued $750.0 million of 4.875 percent fixed-rate senior notes due January 30, 2030. We used
the net proceeds to fund the Whitebridge Pet Brands acquisition.
In the second quarter of fiscal 2025, we issued $750.0 million of 5.25 percent fixed-rate senior notes due January 30, 2035. We used
the net proceeds to fund the Whitebridge Pet Brands acquisition.
In the second quarter of fiscal 2025, we issued €250.0 million of floating-rate senior notes due April 22, 2026. We used the net
proceeds to repay €250.0 million of floating-rate senior notes due November 8, 2024.
In the second quarter of fiscal 2025, we issued €500.0 million of floating-rate senior notes due October 22, 2026. We used the net
proceeds to repay €500.0 million of floating-rate senior notes due November 8, 2024.
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A summary of our long-term debt is as follows:
In Millions, Except Weighted-Average Interest Rate Weighted-Average Interest Rate (a) May 31, 2026 May 25, 2025
Senior notes due fiscal 2026 —% $— $1,533.9
Senior notes due fiscal 2027 2.2 1,053.3 2,276.5
Senior notes due fiscal 2028 4.2 1,400.0 1,400.0
Senior notes due fiscal 2029 4.5 1,374.4 1,352.2
Senior notes due fiscal 2030 3.9 1,500.0 1,500.0
Senior notes due fiscal 2031 3.6 583.0 568.1
Senior notes due fiscal 2032 - 2051 4.2 5,858.7 5,821.6
Junior subordinated notes due fiscal 2057 (b) 5.0 1,982.0 —
Net impact of unamortized debt discounts, debt issuance costs, interest rate swaps, and finance leases (281.8) (250.7)
Total debt 13,469.6 14,201.6
Less amount due within one year (1,053.6) (1,528.4)
Total long-term debt $12,416.0 $12,673.2
(a) Weighted average interest rates as of May 31, 2026.
(b) The junior subordinated notes rank junior in right of payment to all of our existing senior notes.
The following table details the currency of our outstanding bonds:
In Millions May 31, 2026 May 25, 2025
US Dollar $7,805.3 $9,055.3
Euro $5,946.1 $5,397.0
Certain of our long-term debt agreements contain restrictive covenants. We are in compliance with all long-term debt covenants.
Interest payments for fiscal 2026, fiscal 2025, and fiscal 2024 were as follows:
Fiscal Year
In Millions 2026 2025 2024
Cash interest payments $573.9 $474.4 $464.4
NOTE 10. NONCONTROLLING INTERESTS
Our principal noncontrolling interest related to our General Mills Cereals, LLC (GMC) subsidiary. The third-party holder of the GMC
Class A limited membership interest (GMC Class A Interests) received quarterly preferred distributions from available net income
based on the application of a floating preferred return rate to the holder’s capital account balance established in the most recent mark-
to-market valuation. On June 1, 2024, the floating preferred return rate was reset to the sum of the three-month Term SOFR plus 261
basis points.
During the fourth quarter of fiscal 2025, we purchased the outstanding GMC Class A Interests from the third-party holder for $252.8
million. The purchase price reflected the GMC Class A Interests’ original capital account balance of $242.3 million and $10.5 million
primarily related to capital account appreciation attributable and paid to the third-party holder of the Class A Interests. The capital
appreciation paid to the third-party holder of the Class A Interests was recorded as a direct reduction to retained earnings, a component
of stockholders’ equity, on the Consolidated Balance Sheets, and reduced net earnings available to common stockholders in our basic
and diluted earnings per share (EPS) calculations.
For financial reporting purposes, the assets, liabilities, results of operations, and cash flows of our non-wholly owned consolidated
subsidiaries are included in our Consolidated Financial Statements. The third-party investor’s share of the net earnings of these
subsidiaries is reflected in net earnings attributable to noncontrolling interests in our Consolidated Statements of (Loss) Earnings.
NOTE 11. STOCKHOLDERS’ EQUITY
Cumulative preference stock of 5.0 million shares, without par value, is authorized but unissued.
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On June 27, 2022, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock. Purchases under
the authorization can be made in the open market or in privately negotiated transactions, including the use of call options and other
derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The authorization has no specified
termination date.
Share repurchases were as follows:
Fiscal Year
In Millions 2026 2025 2024
Shares of common stock 10.0 18.7 29.2
Aggregate purchase price $504.7 $1,213.5 $2,021.2
During the first quarter of fiscal 2026, we entered into two accelerated share repurchase (ASR) agreements with an unrelated third
party financial institution to repurchase an aggregate of $500.0 million of our shares of common stock. Under the ASR agreements, we
paid an aggregate of $500.0 million and received an initial delivery of 7.5 million shares of our common stock in the first quarter of
fiscal 2026.
The first ASR agreement was settled in the first quarter of fiscal 2026 with a final delivery of 1.2 million additional shares. The second
ASR agreement was settled in the second quarter of fiscal 2026 with a final delivery of 1.3 million additional shares. We received a
total of 10.0 million shares at an average price of $49.92, not including costs of execution or excise tax, under the ASR agreements.
The following tables provide details of total comprehensive (loss) income:
Fiscal 2026
General Mills Noncontrolling Interests
In Millions Pretax Tax Net Net
Net (loss) earnings, including earnings attributable to noncontrolling interests $(87.6) $2.3
Other comprehensive income (loss):
Foreign currency translation $(17.6) $28.3 10.7 —
Net actuarial loss (57.9) 12.4 (45.5) —
Other fair value changes:
Hedge derivatives 6.7 (2.0) 4.7 —
Reclassification to earnings:
Hedge derivatives (a) (3.2) 1.1 (2.1) —
Amortization of losses and prior service costs (b) 68.7 (13.8) 54.9 —
Other comprehensive income $(3.3) $26.0 22.7 —
Total comprehensive (loss) income $(64.9) $2.3
(a) Gain reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign
exchange contracts.
(b) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income. In the second quarter of fiscal 2026, a $6.7 million loss
related to a curtailment was reclassified from AOCI into earnings and is reported in restructuring, transformation, impairment and other exit costs
in our Consolidated Statements of (Loss) Earnings.
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Fiscal 2025
General Mills Noncontrolling Interests
In Millions Pretax Tax Net Net
Net earnings, including earnings attributable to noncontrolling interests $2,295.2 $23.7
Other comprehensive (loss) income:
Foreign currency translation $(161.9) $46.6 (115.3) 0.4
Net actuarial gain 21.3 (4.1) 17.2 —
Other fair value changes:
Hedge derivatives (8.0) 0.6 (7.4) —
Reclassification to earnings:
Foreign currency translation (a) 33.9 — 33.9 —
Hedge derivatives (b) (2.3) 2.1 (0.2) —
Amortization of losses and prior service costs (c) 58.1 (11.6) 46.5 —
Other comprehensive (loss) income $(58.9) $33.6 (25.3) 0.4
Total comprehensive income $2,269.9 $24.1
(a)Loss reclassified from AOCI into earnings is reported in divestitures gain, net.
(b)Gain reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign
exchange contracts.
(c)Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
Fiscal 2024
General Mills Noncontrolling Interests
In Millions Pretax Tax Net Net
Net earnings, including earnings attributable to noncontrolling interests $2,496.6 $22.0
Other comprehensive (loss) income:
Foreign currency translation $(98.4) $11.7 (86.7) 0.1
Net actuarial loss (239.4) 52.3 (187.1) —
Other fair value changes:
Hedge derivatives (4.4) 1.2 (3.2) —
Reclassification to earnings:
Hedge derivatives (a) (4.1) 1.6 (2.5) —
Amortization of losses and prior service costs (b) 46.5 (9.8) 36.7 —
Other comprehensive (loss) income $(299.8) $57.0 (242.8) 0.1
Total comprehensive income $2,253.8 $22.1
(a)Gain reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign
exchange contracts
(b)Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
In fiscal 2026, 2025, and 2024, except for certain reclassifications to earnings, changes in other comprehensive (loss) income were
primarily non-cash items.
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Accumulated other comprehensive loss balances, net of tax effects, were as follows:
In Millions May 31, 2026 May 25, 2025
Foreign currency translation adjustments $(866.0) $(876.7)
Unrealized loss from hedge derivatives (4.8) (7.4)
Pension, other postretirement, and postemployment benefits:
Net actuarial loss (1,698.3) (1,726.8)
Prior service credits 46.8 65.9
Accumulated other comprehensive loss $(2,522.3) $(2,545.0)
NOTE 12. STOCK PLANS
We use broad-based stock plans to help ensure that management’s interests are aligned with those of our shareholders. As of May 31,
2026, a total of 25.9 million shares were available for grant in the form of stock options, restricted stock, restricted stock units, and
shares of unrestricted stock under the 2022 Stock Compensation Plan (2022 Plan). The 2022 Plan also provides for the issuance of
cash-settled share-based units, stock appreciation rights, and performance-based stock awards. Stock-based awards now outstanding
include some granted under the 2017 Stock Compensation Plan, under which no further awards may be granted. The stock plans
provide for potential accelerated vesting of awards upon retirement, termination, or death of eligible employees and directors.
Stock Options
The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as
follows:
Fiscal Year
2026 2025 2024
Estimated fair values of stock options granted $9.45 $13.26 $17.47
Assumptions:
Risk-free interest rate 4.2 % 4.5 % 4.0 %
Expected term 8.0 years 8.5 years 8.5 years
Expected volatility 22.3 % 21.6 % 21.5 %
Dividend yield 4.7 % 3.8 % 2.8 %
We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make
predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We
estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of
volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did
not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than
6 months, is insufficient to provide a reliable measure of expected volatility.
Our expected term represents the period of time that options granted are expected to be outstanding based on historical data to estimate
option exercises and employee terminations within the valuation model. Separate groups of employees have similar historical exercise
behavior and therefore were aggregated into a single pool for valuation purposes. The weighted-average expected term for all
employee groups is presented in the table above. The risk-free interest rate for periods during the expected term of the options is based
on the U.S. Treasury zero-coupon yield curve in effect at the time of grant.
Any corporate income tax benefit realized upon exercise or vesting of an award in excess of that previously recognized in earnings
(referred to as a windfall tax benefit) is presented in our Consolidated Statements of Cash Flows as an operating cash flow. Realized
windfall tax benefits and shortfall tax deficiencies related to the exercise or vesting of stock-based awards are recognized in the
Consolidated Statements of (Loss) Earnings.
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(Shortfall) windfall tax benefits from stock-based payments in income tax expense in our Consolidated Statements of (Loss) Earnings
were as follows:
Fiscal Year
In Millions 2026 2025 2024
(Shortfall) windfall tax benefits from stock-based payments $(1.7) $5.3 $10.2
Under the 2022 Plan, options may be priced at 100 percent or more of the fair market value on the date of grant, generally issued with
four-year graded vesting or four-year cliff vesting. Options generally expire within 10 years and one month after the date of grant. As
of May 31, 2026, stock option awards outstanding include some granted under the 2017 Stock Compensation Plan.
Information on stock option activity follows:
Options Outstanding (Thousands) Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (Millions)
Balance as of May 25, 2025 12,433.6 $59.84 4.7 $14.4
Granted 1,566.6 51.81
Exercised (3.4) 46.06
Forfeited or expired (665.3) 57.70
Outstanding as of May 31, 2026 13,331.5 $59.00 4.4 $—
Exercisable as of May 31, 2026 9,444.5 $57.61 2.9 $—
Stock-based compensation expense related to stock option awards was as follows:
Fiscal Year
In Millions 2026 2025 2024
Compensation expense related to stock option awards $15.2 $15.8 $13.9
Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options
exercised were as follows:
Fiscal Year
In Millions 2026 2025 2024
Net cash proceeds $0.5 $43.0 $25.5
Intrinsic value of options exercised $— $11.7 $7.6
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Restricted Stock, Restricted Stock Units, and Performance Share Units
Stock and units settled in stock subject to a restricted period and a purchase price, if any (as determined by the Compensation
Committee of the Board of Directors), may be granted to key employees under the 2022 Plan. Under the 2022 Plan, restricted stock
and restricted stock units are generally issued with four-year graded vesting or four-year cliff vesting. Performance share units are
earned primarily based on our future achievement of three-year goals for average organic net sales growth and cumulative operating
cash flow and a relative total shareholder return modifier. Performance share units are settled in common stock and are generally
subject to a three-year performance and vesting period. The sale or transfer of these awards is restricted during the vesting period.
Participants holding restricted stock, but not restricted stock units or performance share units, are entitled to vote on matters submitted
to holders of common stock for a vote. These awards accumulate dividends from the date of grant, but participants only receive
payment if the awards vest. As of May 31, 2026, restricted stock units and performance share units include some granted under the
2017 Stock Compensation Plan.
Information on restricted stock unit and performance share unit activity follows:
Equity Classified Liability Classified
Share-Settled Units (Thousands) Weighted-Average Grant-Date Fair Value Share-Settled Units (Thousands) Weighted-Average Grant-Date Fair Value
Non-vested as of May 25, 2025 4,090.3 $66.90 58.9 $66.63
Granted 2,058.5 51.10 33.2 50.89
Vested (1,663.8) 65.31 (25.8) 64.39
Forfeited (845.4) 59.67 (3.5) 61.23
Non-vested as of May 31, 2026 3,639.6 $60.37 62.8 $59.53
Fiscal Year
2026 2025 2024
Number of units granted (thousands) 2,091.7 1,698.0 1,517.8
Weighted-average price per unit $51.09 $63.37 $73.38
The total grant-date fair value of restricted stock unit awards that vested was $110.3 million in fiscal 2026, $113.8 million in fiscal
2025, and $92.9 million in fiscal 2024.
As of May 31, 2026, unrecognized compensation expense related to non-vested stock options, restricted stock units, and performance
share units was $109.4 million. This expense will be recognized over 21 months, on average.
Stock-based compensation expense related to restricted stock units and performance share units was as follows:
Fiscal Year
In Millions 2026 2025 2024
Compensation expense related to restricted stock units and performance share units $64.2 $75.9 $81.4
Compensation expense related to stock-based payments recognized in our Consolidated Statements of (Loss) Earnings includes
amounts recognized in restructuring, transformation, impairment, and other exit costs for fiscal year 2026.
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NOTE 13. EARNINGS PER SHARE
Basic and diluted EPS were calculated using the following:
Fiscal Year
In Millions, Except per Share Data 2026 2025 2024
Net (loss) earnings attributable to General Mills - as reported $(87.6) $2,295.2 $2,496.6
Capital appreciation paid on Class A Interests in GMC (a) — (10.5) —
Net (loss) earnings for EPS calculation $(87.6) $2,284.7 $2,496.6
Average number of common shares - basic EPS 537.7 554.5 575.5
Incremental share effect from: (b) (c)
Stock options — 1.2 1.8
Restricted stock units and performance share units — 1.8 2.2
Average number of common shares - diluted EPS 537.7 557.5 579.5
(Loss) earnings per share — basic $(0.16) $4.12 $4.34
(Loss) earnings per share — diluted $(0.16) $4.10 $4.31
(a)Please see Note 10 for additional information.
(b)Incremental shares from stock options, restricted stock units, and performance share units are computed by the treasury stock
method. Stock options, restricted stock units, and performance share units excluded from our computation of diluted EPS
because they were not dilutive were as follows:
Fiscal Year
In Millions 2026 2025 2024
Anti-dilutive stock options, restricted stock units, and performance share units (c) 15.1 4.7 2.1
(c)During fiscal 2026, we reported a net loss attributable to General Mills. Inclusion of dilutive shares would result in a lower
loss per share. As a result, the dilutive shares are considered to be antidilutive and were excluded from the calculation of
diluted EPS for fiscal 2026.
NOTE 14. RETIREMENT BENEFITS AND POSTEMPLOYMENT BENEFITS
Defined Benefit Pension Plans
We have defined benefit pension plans covering many employees in the United States, Canada, Switzerland, and the United Kingdom.
Benefits for salaried employees are based on length of service and final average compensation. Benefits for hourly employees include
various monthly amounts for each year of credited service. Our funding policy is consistent with the requirements of applicable laws.
We made no voluntary contributions to our principal U.S. plans in fiscal 2026 or fiscal 2025. We do not expect to be required to make
any contributions to our principal U.S. plans in fiscal 2027. Our principal U.S. retirement plan covering salaried employees has a
provision that any excess pension assets would be allocated to active participants if the plan is terminated within five years of a change
in control. All salaried employees hired on or after June 1, 2013, are eligible for a retirement program that does not include a defined
benefit pension plan.
Other Postretirement Benefit Plans
We also sponsor plans that provide health care benefits to many of our retirees in the United States, Canada, and Brazil. The U.S.
salaried health care benefit plan is contributory, with retiree contributions based on years of service. We make decisions to fund
related trusts for certain employees and retirees on an annual basis. We made no voluntary contributions to these plans in fiscal 2026
or fiscal 2025. We do not expect to be required to make any contributions to these plans in fiscal 2027.
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Health Care Cost Trend Rates
Assumed health care cost trends are as follows:
Fiscal Year
2026 2025
Health care cost trend rate for next year 7.7% and 7.7% 7.9% and 7.9%
Rate to which the cost trend rate is assumed to decline (ultimate rate) 4.5% 4.5%
Year that the rate reaches the ultimate trend rate 2034 2034
We review our health care cost trend rates annually. Our review is based on data we collect about our health care claims experience
and information provided by our actuaries. This information includes recent plan experience, plan design, overall industry experience
and projections, and assumptions used by other similar organizations. Our initial health care cost trend rate is adjusted as necessary to
remain consistent with this review, recent experiences, and short-term expectations. Our initial health care cost trend rate assumption
is 7.7 percent for retirees age 65 and over and for retirees under age 65 at the end of fiscal 2026. Rates are graded down annually until
the ultimate trend rate of 4.5 percent is reached in 2034 for all retirees. The trend rates are applicable for calculations only if the
retirees’ benefits increase as a result of health care inflation. The ultimate trend rate is adjusted annually, as necessary, to approximate
the current economic view on the rate of long-term inflation plus an appropriate health care cost premium. Assumed trend rates for
health care costs have an important effect on the amounts reported for the other postretirement benefit plans.
Postemployment Benefit Plans
Under certain circumstances, we also provide accruable benefits, primarily severance and gratuity, to former and inactive employees
in the United States, Canada, Mexico, and other foreign jurisdictions. We recognize an obligation for any of these benefits that vest or
accumulate with service. Postemployment benefits that do not vest or accumulate with service (such as severance based solely on
annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans are unfunded.
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Summarized financial information about defined benefit pension, other postretirement benefit, and postemployment benefit plans is
presented below:
Defined Benefit Pension Plans Other Postretirement Benefit Plans Postemployment Benefit Plans
Fiscal Year Fiscal Year Fiscal Year
In Millions 2026 2025 2026 2025 2026 2025
Change in Plan Assets:
Fair value at beginning of year $5,317.2 $5,439.7 $458.0 $463.2
Actual return on assets 383.4 188.6 61.5 35.7
Employer contributions 31.6 30.7 0.1 0.1
Plan participant contributions 3.6 2.4 6.6 6.6
Benefits payments (359.6) (349.5) (44.5) (47.6)
Foreign currency 0.2 5.3 — —
Fair value at end of year (a) $5,376.4 $5,317.2 $481.7 $458.0
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year $5,627.5 $5,801.7 $337.4 $403.0 $123.1 $129.0
Service cost 42.2 51.8 2.3 4.3 6.9 7.0
Interest cost 291.5 306.9 16.4 21.1 3.5 4.0
Plan amendment 2.2 0.4 3.1 — — —
Curtailment/other — — (0.5) — 7.0 8.1
Plan participant contributions 3.6 2.4 6.6 6.6 — —
Actuarial loss (gain) 50.0 (191.4) 4.4 (48.1) (5.4) (2.1)
Benefits payments (359.6) (349.5) (49.8) (49.0) (17.3) (22.9)
Reclassified to liabilities held for sale (b) — — (4.3) — — —
Foreign currency 1.7 5.2 — (0.5) — —
Projected benefit obligation at end of year (a) $5,659.1 $5,627.5 $315.6 $337.4 $117.8 $123.1
Plan assets (less) more than benefit obligation as of fiscal year end $(282.7) $(310.3) $166.1 $120.6 $(117.8) $(123.1)
(a) Plan assets and obligations are measured as of May 31, 2026, and May 31, 2025.
(b) Relates to our held for sale business in Brazil. Please see Note 3 for additional information on other postretirement benefit plan liabilities
classified as held for sale as of May 31, 2026.
During fiscal 2026, defined benefit pension obligations remained relatively flat and the decrease in other postretirement obligations
was primarily driven by lower interest and service costs. During fiscal 2025, the decrease in defined benefit pension obligations was
primarily driven by actuarial gains due to an increase in the discount rate, and the decrease in other postretirement obligations was
primarily driven by actuarial gains due to plan experience.
As of May 31, 2026, other postretirement benefit plans had benefit obligations of $4.9 million that are unfunded. In addition, $4.3
million of unfunded benefit obligations for other postretirement benefit plans were classified as held for sale as of May 31, 2026. As
of May 25, 2025, other postretirement benefit plans had benefit obligations of $9.4 million that are unfunded. Postemployment benefit
plans are not funded and had benefit obligations of $117.8 million and $123.1 million as of May 31, 2026, and May 25, 2025,
respectively.
The accumulated benefit obligation for all defined benefit pension plans was $5,605.6 million as of May 31, 2026, and $5,540.2
million as of May 25, 2025.
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Amounts recognized in AOCI as of May 31, 2026, and May 25, 2025, are as follows:
Defined Benefit Pension Plans Other Postretirement Benefit Plans Postemployment Benefit Plans Total
Fiscal Year Fiscal Year Fiscal Year Fiscal Year
In Millions 2026 2025 2026 2025 2026 2025 2026 2025
Net actuarial (loss) gain $(1,911.3) $(1,935.4) $212.1 $212.7 $0.9 $(4.1) $(1,698.3) $(1,726.8)
Prior service (costs) credits (6.3) (7.5) 48.0 67.4 5.1 6.0 46.8 65.9
Amounts recorded in accumulated other comprehensive loss $(1,917.6) $(1,942.9) $260.1 $280.1 $6.0 $1.9 $(1,651.5) $(1,660.9)
Plans with accumulated benefit obligations in excess of plan assets as of May 31, 2026, and May 25, 2025, are as follows:
Defined Benefit Pension Plans
Fiscal Year
In Millions 2026 2025
Projected benefit obligation $453.4 $449.7
Accumulated benefit obligation 446.4 440.1
Plan assets at fair value $20.7 $16.3
Components of net periodic benefit expense are as follows:
Defined Benefit Pension Plans Other Postretirement Benefit Plans Postemployment Benefit Plans
Fiscal Year Fiscal Year Fiscal Year
In Millions 2026 2025 2024 2026 2025 2024 2026 2025 2024
Service cost $42.2 $51.8 $56.8 $2.3 $4.3 $4.7 $6.9 $7.0 $7.4
Interest cost 291.5 306.9 296.5 16.4 21.1 21.3 3.5 4.0 4.0
Expected return on plan assets (405.3) (420.1) (417.7) (33.6) (35.9) (34.7) — — —
Amortization of losses (gains) 108.7 100.4 86.5 (25.9) (20.5) (20.4) 0.3 0.5 0.1
Amortization of prior service costs (credits) 1.2 1.4 1.8 (21.2) (22.1) (21.8) (1.1) (1.6) 0.3
Other adjustments — — — — — — 7.7 11.5 8.3
Settlement or curtailment loss (gain) 6.7 — (4.0) (0.5) — — — — —
Net expense (income) $45.0 $40.4 $19.9 $(62.5) $(53.1) $(50.9) $17.3 $21.4 $20.1
Assumptions
Weighted-average assumptions used to determine fiscal year-end benefit obligations are as follows:
Defined Benefit Pension Plans Other Postretirement Benefit Plans Postemployment Benefit Plans
Fiscal Year Fiscal Year Fiscal Year
2026 2025 2026 2025 2026 2025
Discount rate 5.72% 5.79% 5.54% 5.67% 4.97% 5.04%
Rate of salary increases 3.87 3.88 — — 4.12 4.13
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Weighted-average assumptions used to determine fiscal year net periodic benefit expense are as follows:
Defined Benefit Pension Plans Other Postretirement Benefit Plans Postemployment Benefit Plans
Fiscal Year Fiscal Year Fiscal Year
2026 2025 2024 2026 2025 2024 2026 2025 2024
Discount rate 5.79% 5.52% 5.18% 5.67% 5.52% 5.19% 5.04% 5.05% 4.55%
Service cost effective rate 6.02 5.58 5.27 6.11 5.58 5.15 5.42 5.37 5.00
Interest cost effective rate 5.32 5.40 5.06 5.34 5.38 4.96 4.91 5.05 4.61
Rate of salary increases 3.88 4.23 4.20 — — — 4.13 4.46 4.46
Expected long-term rate of return on plan assets 7.52 7.63 7.13 7.35 7.79 7.34 — — —
Discount Rates
We estimate the service and interest cost components of the net periodic benefit expense for our United States and most of our
international defined benefit pension, other postretirement benefit, and postemployment benefit plans utilizing a full yield curve
approach by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected
cash flows. Our discount rate assumptions are determined annually as of May 31 for our defined benefit pension, other postretirement
benefit, and postemployment benefit plan obligations. We also use discount rates as of May 31 to determine defined benefit pension,
other postretirement benefit, and postemployment benefit plan income and expense for the following fiscal year. We work with our
outside actuaries to determine the timing and amount of expected future cash outflows to plan participants and, using the Aa Above
Median corporate bond yield, to develop a forward interest rate curve, including a margin to that index based on our credit risk. This
forward interest rate curve is applied to our expected future cash outflows to determine our discount rate assumptions.
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Fair Value of Plan Assets
The fair values of our pension and postretirement benefit plans’ assets and their respective levels in the fair value hierarchy by asset
category were as follows:
May 31, 2026 May 31, 2025
In Millions Level 1 Level 2 Level 3 Total Assets Level 1 Level 2 Level 3 Total Assets
Fair value measurement of pension plan assets:
Equity (a) $200.3 $375.9 $— $576.2 $200.6 $383.8 $— $584.4
Fixed income (b) 1,476.4 2,268.0 — 3,744.4 1,529.7 2,019.2 — 3,548.9
Real asset investments (c) 55.6 — — 55.6 59.7 — — 59.7
Other investments (d) — — 0.1 0.1 — — 0.1 0.1
Cash and accruals 96.6 0.1 — 96.7 137.2 0.1 — 137.3
Fair value measurement of pension plan assets $1,828.9 $2,644.0 $0.1 $4,473.0 $1,927.2 $2,403.1 $0.1 $4,330.4
Assets measured at net asset value (e) 903.4 986.8
Total pension plan assets $5,376.4 $5,317.2
Fair value measurement of postretirement benefit plan assets:
Fixed income (b) $87.1 $— $— $87.1 $90.5 $— $— $90.5
Cash and accruals 40.0 — — 40.0 33.7 — — 33.7
Fair value measurement of postretirement benefit plan assets $127.1 $— $— $127.1 $124.2 $— $— $124.2
Assets measured at net asset value (e) 354.6 333.8
Total postretirement benefit plan assets $481.7 $458.0
(a)Primarily publicly traded common stock for purposes of total return and to maintain equity exposure consistent with policy allocations.
Investments include: United States and international public equity securities, mutual funds, and equity futures valued at closing prices from
national exchanges, commingled funds valued at fair value using the unit values provided by the investment managers.
(b)Primarily government and corporate debt securities and futures for purposes of total return, managing fixed income exposure to policy
allocations, and duration targets. Investments include: fixed income securities and bond derivatives generally valued at closing prices from
national exchanges, fixed income pricing models, and independent financial analysts; and fixed income commingled funds valued at unit values
provided by the investment managers, which are based on the fair value of the underlying investments.
(c)Publicly traded common stocks in energy, real estate, and infrastructure for the purpose of total return, which are generally valued at closing
prices from national exchanges.
(d)Insurance and annuity contracts to provide a stable stream of income for pension retirees. Fair values are based on the fair value of the
underlying investments and contract fair values established by the providers.
(e)Primarily limited partnerships, trust-owned life insurance, common collective trusts, and certain private equity securities that are measured at
fair value using the net asset value per share (or its equivalent) practical expedient and have not been classified in the fair value hierarchy.
There were no transfers into level 3 investments in fiscal 2026 or fiscal 2025.
Expected Rate of Return on Plan Assets
Our expected rate of return on plan assets is determined by our asset allocation, our historical long-term investment performance, our
estimate of future long-term returns by asset class (using input from our actuaries, investment services, and investment managers), and
long-term inflation assumptions. We review this assumption annually for each plan; however, our annual investment performance for
one particular year does not, by itself, significantly influence our evaluation.
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Weighted-average asset allocations for our defined benefit pension and other postretirement benefit plans are as follows:
Defined Benefit Pension Plans Other Postretirement Benefit Plans
Fiscal Year Fiscal Year
2026 2025 2026 2025
Asset category:
United States equities 6.4% 6.4% 24.3% 26.0%
International equities 4.0 4.4 12.6 14.9
Private equities 7.9 9.3 7.2 9.1
Fixed income 73.6 70.9 55.9 50.0
Real assets 8.1 9.0 — —
Total 100.0% 100.0% 100.0% 100.0%
The investment objective for our defined benefit pension and other postretirement benefit plans is to secure the benefit obligations to
participants at a reasonable cost to us. Our goal is to maintain the funded status of our qualified plans. The defined benefit pension
plan and other postretirement benefit plan portfolios are broadly diversified across asset classes. Within asset classes, the portfolios are
further diversified across investment styles and investment organizations. For the U.S. defined benefit pension plans, the long-term
investment policy allocation is: 8 percent to equities in the United States; 4 percent to international equities; 7 percent to private
equities; 73 percent to fixed income; and 8 percent to real assets (real estate, energy, and infrastructure). For other U.S. postretirement
benefit plans, the long-term investment policy allocations are: 23 percent to equities in the United States; 12 percent to international
equities; 5 percent to total private equities; and 60 percent to fixed income. The actual allocations to these asset classes may vary
tactically around the long-term policy allocations based on relative market valuations.
Contributions and Future Benefit Payments
We do not expect to be required to make contributions to our defined benefit pension, other postretirement benefit, and
postemployment benefit plans in fiscal 2027. Actual fiscal 2027 contributions could exceed our current projections, as influenced by
our decision to undertake discretionary funding of our benefit trusts and future changes in regulatory requirements. Estimated benefit
payments, which reflect expected future service, as appropriate, are expected to be paid from fiscal 2027 to fiscal 2036 as follows:
In Millions Defined Benefit Pension Plans Other Postretirement Benefit Plans Gross Payments Postemployment Benefit Plans
Fiscal 2027 $372.6 $30.9 $21.6
Fiscal 2028 377.2 30.0 18.1
Fiscal 2029 381.6 29.2 16.2
Fiscal 2030 385.4 28.6 14.7
Fiscal 2031 389.2 27.4 13.6
Fiscal 2032 - 2036 1,969.5 125.3 58.5
Defined Contribution Plans
The General Mills Savings Plan is a defined contribution plan that covers domestic salaried, hourly, nonunion, and certain union
employees. This plan is a 401(k) savings plan that includes a number of investment funds, including a Company stock fund and an
Employee Stock Ownership Plan (ESOP). Effective October 1, 2025, General Mills merged a money purchase plan for certain
domestic hourly employees into the General Mills Savings Plan. Assets of $20.1 million were transferred into the General Mills
Savings Plan, and no separate assets remained in the money purchase plan as of May 31, 2026. We also sponsor defined contribution
plans in many of our foreign locations. Our total recognized expense related to defined contribution plans was $97.6 million in fiscal
2026, $96.1 million in fiscal 2025, and $94.0 million in fiscal 2024.
We match a percentage of employee contributions to the General Mills Savings Plan. The Company match is directed to investment
options of the participant’s choosing. The number of shares of our common stock allocated to participants in the ESOP was 2.9 million
as of May 31, 2026, and 3.2 million as of May 25, 2025. The ESOP’s only assets are our common stock and temporary cash balances.
The Company stock fund and the ESOP collectively held $172.6 million and $292.7 million of Company common stock as of May 31,
2026, and May 25, 2025, respectively.
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NOTE 15. INCOME TAXES
The components of earnings before income taxes and after-tax (loss) earnings from joint ventures and the corresponding income taxes
thereon are as follows:
Fiscal Year
In Millions 2026 2025 2024
Earnings before income taxes and after-tax (loss) earnings from joint ventures:
United States $441.7 $2,493.2 $2,907.0
Foreign (36.2) 341.8 121.3
Total earnings before income taxes and after-tax earnings (loss) from joint ventures $405.5 $2,835.0 $3,028.3
Income taxes:
Currently payable:
Federal $101.2 $549.0 $512.8
State and local 65.6 80.1 72.0
Foreign 44.3 65.5 58.2
Total current 211.1 694.6 643.0
Deferred:
Federal 216.7 (62.6) 27.4
State and local 1.9 (3.3) 9.7
Foreign (15.4) (55.0) (85.6)
Total deferred 203.2 (120.9) (48.5)
Total:
Federal 317.9 486.4 540.2
State and local 67.5 76.8 81.7
Foreign 28.9 10.5 (27.4)
Total income taxes $414.3 $573.7 $594.5
In fiscal 2026, we recorded a $1,500.0 million impairment charge related to the North America Pet reporting unit goodwill, which is
not deductible for tax purposes. Please see Note 6 for additional information.
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The following table reconciles the United States federal statutory income tax with our effective income tax for fiscal 2026:
Amount Percent
United States federal statutory tax $85.2 21.0%
State and local income taxes, net of federal tax benefits (a) 53.0 13.1
Foreign tax effects
Switzerland
Basis difference 45.3 11.2
Other (5.2) (1.3)
Other foreign jurisdictions 11.3 2.8
Effect of cross-border laws (b) (3.6) (0.9)
Tax Credits
Research and development (17.5) (4.3)
Other (14.0) (3.4)
Changes in valuation allowances (33.1) (8.2)
Nontaxable or nondeductible items
Nondeductible goodwill 347.5 85.7
Other 5.5 1.4
Changes in unrecognized tax benefits (9.5) (2.4)
Other adjustments
Basis difference (61.7) (15.2)
Other 11.1 2.7
Effective income tax $414.3 102.2%
(a)State taxes in California, Georgia, Illinois, New Jersey, Pennsylvania, Texas, and Wisconsin comprised the majority (greater than 50 percent) of
the tax effect in this category.
(b)Includes the impact of any tax credits.
The following table reconciles the United States federal statutory income tax rate to the effective income tax rate for fiscal 2025 and
fiscal 2024.
Fiscal Year
2025 2024
United States federal statutory tax 21.0% 21.0%
State and local income taxes, net of federal tax benefits 2.1 2.1
Foreign rate differences (1.7) (1.6)
Research and development tax credit (1.5) (1.2)
Stock based compensation (0.2) (0.3)
Divestitures, net (0.3) —
Other, net 0.8 (0.4)
Effective income tax rate 20.2% 19.6%
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Net income tax payments for fiscal 2026 were as follows:
In Millions Fiscal Year 2026
United States — federal $258.7
United States — state and local 72.1
Foreign 60.1
Total income taxes paid, net of refunds $390.9
Net income tax payments for fiscal 2025 and fiscal 2024 were as follows:
Fiscal Year
In Millions 2025 2024
Total income taxes paid, net of refunds $599.2 $660.5
The tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows:
In Millions May 31, 2026 May 25, 2025
Accrued liabilities $40.4 $42.9
Compensation and employee benefits 119.1 144.3
Unrealized hedges 17.5 23.1
Pension 62.9 74.2
Tax credit carryforwards 89.8 58.1
Stock, partnership, and miscellaneous investments 2.8 4.0
Capitalized research and development 39.8 305.5
Prepayments — 65.9
Capital losses 26.5 28.5
Net operating losses 35.7 265.2
Other 138.3 161.1
Gross deferred tax assets 572.8 1,172.8
Valuation allowance 214.6 253.7
Net deferred tax assets 358.2 919.1
Brands 1,341.5 1,436.0
Fixed assets 394.3 496.1
Intangible assets 199.0 247.3
Inventories 33.7 31.3
Stock, partnership, and miscellaneous investments 532.5 512.2
Other 123.0 110.9
Gross deferred tax liabilities 2,624.0 2,833.8
Net deferred tax liability $2,265.8 $1,914.7
We have established a valuation allowance against certain of the categories of deferred tax assets described above as current evidence
does not suggest we will realize sufficient taxable income of the appropriate character (e.g., ordinary income versus capital gain
income) within the carryforward period to allow us to realize these deferred tax benefits.
Deferred income taxes classified as held for sale as of May 31, 2026, are excluded from the amounts above. See Note 3 for additional
information.
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Information about our valuation allowance follows:
In Millions May 31, 2026
Pillsbury acquisition losses $109.0
State and foreign loss carryforwards 50.1
Capital loss carryforwards 26.5
Other 29.0
Total $214.6
As of May 31, 2026, we believe it is more-likely-than-not that the remainder of our deferred tax assets are realizable.
Information about our tax loss carryforwards follows:
In Millions May 31, 2026
Foreign loss carryforwards $28.0
Federal operating loss carryforwards 1.3
State operating loss carryforwards 6.4
Total tax loss carryforwards $35.7
Our foreign loss carryforwards expire as follows:
In Millions May 31, 2026
Expire in fiscal 2027 and 2028 $1.3
Expire in fiscal 2029 and beyond 9.2
Do not expire 17.5
Total foreign loss carryforwards $28.0
On July 4, 2025, legislation known as the One Big Beautiful Bill Act (OBBBA) was signed into law. The OBBBA makes changes to
the United States corporate income tax system, including, among other provisions, the immediate expensing of research and
development expenditures, and 100 percent bonus depreciation on qualified property. The impacts of the OBBBA are reflected in our
results for the fiscal year ended May 31, 2026, and there was no material impact to our income tax expense. As of the fiscal year ended
May 31, 2026, certain provisions of the OBBBA have impacted the timing of cash tax payments.
In December 2021, the Organization for Economic Cooperation and Development (OECD) established a framework, referred to as
Pillar 2, designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each
jurisdiction in which they operate. Numerous countries have already enacted the OECD model rules effective for taxable years
beginning after December 31, 2023, which for us was fiscal 2025. There was no material impact on our consolidated financial
statements. Several other countries have enacted or drafted legislation that is not yet effective for us, and we do not expect this
legislation to have a material impact on our consolidated financial statements. We will continue to monitor for new legislation and
guidance and evaluate any potential impact on our consolidated financial statements.
As of May 31, 2026, we have not recognized a deferred tax liability for unremitted earnings from foreign operations because we
currently believe our subsidiaries have invested the undistributed earnings indefinitely or the earnings will be remitted in a tax-neutral
transaction. It is not practicable for us to determine the amount of unrecognized tax expense on these reinvested earnings. Deferred
taxes are recorded for earnings of our foreign operations when we determine that such earnings are no longer indefinitely reinvested.
All earnings prior to fiscal 2018 remain permanently reinvested. Earnings from fiscal 2018 and later are not permanently reinvested
and local country withholding taxes are recorded on earnings each year.
We are subject to federal income taxes in the United States as well as various state, local, and foreign jurisdictions. A number of years
may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome or the
timing of resolution of any particular uncertain tax position, we believe that our liabilities for income taxes reflect the most likely
outcome. We adjust these liabilities, as well as the related interest, in light of changing facts and circumstances. Settlement of any
particular position would usually require the use of cash.
The number of years with open tax audits varies depending on the tax jurisdiction. Our major taxing jurisdiction is the United States
(federal and state). Various tax examinations by United States state taxing authorities could be conducted for any open tax year, which
vary by jurisdiction, but are generally from 3 to 5 years.
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The Internal Revenue Service (IRS) is currently auditing our federal tax returns for fiscal 2018 through 2022. Several state and foreign
examinations are currently in progress. We do not expect these examinations to result in a material impact on our results of operations
or financial position. During fiscal 2024, we received a notice of proposed adjustment from the IRS associated with a capital loss from
fiscal 2019. We believe that we have meritorious defense against this assessment and will vigorously defend our position. We do not
expect the resolution of the proposed adjustment to have a material impact on our financial position or liquidity. We have effectively
settled all issues with the IRS for fiscal years 2015 and prior.
The Brazilian tax authority, Secretaria da Receita Federal do Brasil (RFB), has concluded audits of our 2012 through 2020 tax return
years. These audits included a review of our determinations of amortization of certain goodwill arising from the acquisition of Yoki
Alimentos S.A. The RFB has proposed adjustments that effectively eliminate the goodwill amortization benefits related to this
transaction. We believe we have meritorious defenses and intend to continue to contest the disallowance for all years. Tax return years
2012 through 2013 have been resolved with no adjustments.
We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we recognize
the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes in
judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the period of such change.
The following table sets forth changes in our total gross unrecognized tax benefit liabilities, excluding accrued interest, for fiscal 2026
and fiscal 2025. Approximately $94.5 million of this total in fiscal 2026 represents the amount that, if recognized, would affect our
effective income tax rate in future periods. This amount differs from the gross unrecognized tax benefits presented in the table because
certain portions of the liabilities below would impact deferred taxes if recognized. We also would record a decrease in U.S. federal
income taxes upon recognition of the state tax benefits included therein. Our unrecognized tax benefit liability was classified in other
liabilities.
Fiscal Year
In Millions 2026 2025
Balance, beginning of year $199.0 $149.0
Tax positions related to current year:
Additions 51.2 48.7
Tax positions related to prior years:
Additions 2.8 13.0
Reductions (38.1) (2.8)
Settlements (6.3) (2.6)
Lapses in statutes of limitations (4.7) (6.3)
Balance, end of year $203.9 $199.0
We report accrued interest and penalties related to unrecognized tax benefit liabilities in income tax expense. For fiscal 2026, we
recognized a net expense of $3.0 million of tax-related net interest and penalties, and had $29.1 million of accrued interest and
penalties as of May 31, 2026. For fiscal 2025, we recognized a net expense of $2.7 million of tax-related net interest and penalties, and
had $27.0 million of accrued interest and penalties as of May 25, 2025.
NOTE 16. COMMITMENTS AND CONTINGENCIES
As of May 31, 2026, we have issued guarantees with various terms of $164.4 million for the debt and other obligations of non-
consolidated affiliates, mainly CPW. This amount represents the maximum potential obligation that would be required to pay under
the guarantees. We have determined the likelihood of any significant amounts being paid under these guarantees to be remote. Off-
balance sheet arrangements were not material as of May 31, 2026.
NOTE 17. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION
We operate in the packaged foods industry. Our operating segments are as follows: North America Retail, International, North
America Pet, and North America Foodservice.
Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers, membership
stores, natural food chains, drug, dollar and discount chains, convenience stores, and e-commerce grocery providers. Our product
categories in this business segment include ready-to-eat cereals, soup, meal kits, refrigerated and frozen dough products, dessert and
baking mixes, frozen pizza and pizza snacks, snack bars, fruit snacks, savory snacks, and a wide variety of organic products including
ready-to-eat cereal, frozen vegetables, meal kits, fruit snacks and snack bars.
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Our International operating segment consists of retail and foodservice businesses outside of the United States and Canada. Our product
categories include super-premium ice cream and frozen desserts, meal kits, salty snacks, snack bars, dessert and baking mixes, shelf-
stable vegetables, and pet food products. We also sell super-premium ice cream and frozen desserts directly to consumers through
owned retail shops. Our International segment also includes products manufactured in the United States for export, mainly to
Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from
export activities are reported in the region or country where the end customer is located.
Our North America Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet
superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and
hospitals. Our product categories include dog and cat food (dry foods, wet foods, fresh foods, and treats) made with whole meats,
fruits, vegetables and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle, and
life-stage needs and span different product types, diet types, breed sizes for dogs, life-stages, flavors, product functions, and textures
and cuts for wet and fresh foods.
Our North America Foodservice segment consists of foodservice businesses in the United States and Canada. Our major product
categories in our North America Foodservice operating segment are ready-to-eat cereals, snacks, frozen meals, unbaked and fully
baked frozen dough products, baking mixes, and bakery flour. Many products we sell are branded to the consumer and nearly all are
branded to our customers. We sell to distributors and operators in many customer channels including foodservice, vending, and
supermarket bakeries.
Our CODM is the Chairman of the Board and Chief Executive Officer. The CODM predominantly uses segment operating profit in
the annual planning process which includes segment operating profit performance targets. The CODM assesses progress against
performance targets by comparing segment operating profit actual-to-plan variances on a monthly basis. The performance assessment
completed by the CODM is used to determine whether resource allocations require adjustment and contributes to the determination of
incentive compensation.
Operating profit for these segments excludes unallocated corporate items, gain or loss on divestitures, and restructuring,
transformation, impairment, and other exit costs. Results from certain businesses managed by our Strategic Growth Office are
included within corporate and other net sales and unallocated corporate items within operating profit. Unallocated corporate items also
include corporate overhead expenses, variances to planned North American employee benefits and incentives, certain charitable
contributions, restructuring initiative project-related costs, gains and losses on corporate investments, and other items that are not part
of our measurement of segment operating performance. These include gains and losses arising from the revaluation of certain grain
inventories and gains and losses from mark-to-market valuation of certain commodity positions until passed back to our operating
segments. These items affecting operating profit are centrally managed at the corporate level and are excluded from the measure of
segment profitability reviewed by executive management. Under our supply chain organization, our manufacturing, warehouse, and
distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. As a result,
fixed assets and depreciation and amortization expenses are neither maintained nor available by operating segment.
Our operating segment results were as follows:
Fiscal Year 2026
In Millions North America Retail International North America Pet North America Foodservice Total
Segment net sales $10,571.8 $3,043.8 $2,613.3 $2,169.5 $18,398.4
Corporate and other net sales 26.2
Total net sales $18,424.6
Cost of sales $6,793.2 $2,235.5 $1,568.6 $1,663.3
Selling, general, and administrative expenses 1,589.6 619.6 545.9 173.2
Segment operating profit $2,189.0 $188.7 $498.8 $333.0 $3,209.5
Unallocated corporate items 402.3
Divestitures gain, net (1,049.4)
Restructuring, transformation, impairment, and other exit costs 2,970.8
Operating profit $885.8
85
Fiscal Year 2025
In Millions North America Retail International North America Pet North America Foodservice Total
Segment net sales $11,907.0 $2,797.8 $2,470.8 $2,300.9 $19,476.5
Corporate and other net sales 10.1
Total net sales $19,486.6
Cost of sales $7,472.1 $2,110.6 $1,476.4 $1,772.9
Selling, general, and administrative expenses 1,705.0 590.8 493.4 172.6
Segment operating profit $2,729.9 $96.4 $501.0 $355.4 $3,682.7
Unallocated corporate items 395.5
Divestiture gain (95.9)
Restructuring, transformation, impairment, and other exit costs 78.3
Operating profit $3,304.8
Fiscal Year 2024
In Millions North America Retail International North America Pet North America Foodservice Total
Segment net sales $12,473.4 $2,746.5 $2,375.8 $2,258.7 $19,854.4
Corporate and other net sales 2.8
Total net sales $19,857.2
Cost of sales $7,650.8 $2,073.4 $1,446.8 $1,781.9
Selling, general, and administrative expenses 1,742.2 547.9 443.1 161.3
Segment operating profit $3,080.4 $125.2 $485.9 $315.5 $4,007.0
Unallocated corporate items 333.9
Restructuring, impairment, and other exit costs 241.4
Operating profit $3,431.7
Net sales for our North America Retail operating units were as follows:
Fiscal Year
In Millions 2026 2025 2024
Big G Cereal & Canada (a) $3,153.4 $4,311.8 $4,610.2
U.S. Snacks 3,212.6 3,356.3 3,538.9
U.S. Meals & Baking Solutions 4,205.8 4,238.9 4,324.3
Total $10,571.8 $11,907.0 $12,473.4
(a)Upon completion of the United States yogurt business divestiture in fiscal 2026, the former U.S. Morning Foods and Canada operating units
were combined into a new Big G Cereal & Canada operating unit. Prior period amounts have been recast to conform to the current period
presentation. This did not result in a change to the composition of our reportable segments or information reviewed by our CODM.
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Net sales by class of similar products were as follows:
Fiscal Year
In Millions 2026 2025 2024
Snacks $4,138.5 $4,187.4 $4,327.3
Cereal 3,089.7 3,078.6 3,187.5
Convenient meals 2,870.9 2,816.1 2,906.5
Pet 2,766.4 2,585.8 2,382.7
Dough 2,396.0 2,384.2 2,423.6
Baking mixes and ingredients 1,926.1 1,940.2 1,996.0
Yogurt 102.0 1,391.6 1,482.5
Super-premium ice cream 782.7 721.6 728.7
Other 352.3 381.1 422.4
Total $18,424.6 $19,486.6 $19,857.2
The following tables provide financial information by geographic area:
Fiscal Year
In Millions 2026 2025 2024
Net sales:
United States $14,704.7 $15,780.4 $16,062.2
Non-United States 3,719.9 3,706.2 3,795.0
Total $18,424.6 $19,486.6 $19,857.2
In Millions May 31, 2026 May 25, 2025
Cash and cash equivalents:
United States $46.2 $47.8
Non-United States 407.6 316.1
Total $453.8 $363.9
In Millions May 31, 2026 May 25, 2025
Land, buildings, and equipment:
United States $2,965.6 $3,036.6
Non-United States 477.8 596.0
Total $3,443.4 $3,632.6
Please see Note 3 for additional information on cash and cash equivalents and land, buildings, and equipment classified as held for
sale as of May 31, 2026, and therefore excluded from the information above.
NOTE 18. SUPPLEMENTAL INFORMATION
The components of certain Consolidated Balance Sheets accounts are as follows:
In Millions May 31, 2026 May 25, 2025
Receivables:
Customers $1,679.9 $1,829.1
Less allowance for doubtful accounts (33.1) (33.2)
Total $1,646.8 $1,795.9
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In Millions May 31, 2026 May 25, 2025
Inventories:
Finished goods $1,914.1 $1,883.9
Raw materials and packaging 488.2 460.0
Grain 101.9 112.5
Excess of FIFO over LIFO cost (a) (586.3) (545.6)
Total $1,917.9 $1,910.8
(a)Inventories of $1,278.3 million as of May 31, 2026, and $1,305.6 million as of May 25, 2025, were valued at LIFO. During fiscal 2026, LIFO
inventory layers were reduced. Results of operations were not materially affected by these liquidations of LIFO inventory. The difference
between replacement cost and the stated LIFO inventory value is not materially different from the reserve for the LIFO valuation method.
In Millions May 31, 2026 May 25, 2025
Prepaid expenses and other current assets:
Prepaid expenses $284.9 $269.0
Other receivables 243.2 141.2
Derivative receivables 53.4 11.6
Miscellaneous 18.3 42.9
Total $599.8 $464.7
In Millions May 31, 2026 May 25, 2025
Land, buildings, and equipment:
Equipment $6,971.3 $6,722.2
Buildings 2,528.1 2,535.8
Construction in progress 487.6 598.1
Capitalized software 470.2 531.6
Land 46.9 50.4
Equipment under finance lease 7.2 7.3
Buildings under finance lease 0.3 0.3
Total land, buildings, and equipment 10,511.6 10,445.7
Less accumulated depreciation (7,068.2) (6,813.1)
Total $3,443.4 $3,632.6
In Millions May 31, 2026 May 25, 2025
Other assets:
Right of use operating lease assets $384.8 $399.1
Investments in and advances to joint ventures 254.7 431.9
Pension assets 185.0 144.7
Deferred income taxes — 186.1
Miscellaneous 291.2 297.2
Total $1,115.7 $1,459.0
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In Millions May 31, 2026 May 25, 2025
Other current liabilities:
Accrued trade and consumer promotions $547.0 $527.2
Accrued payroll 284.3 311.7
Accrued interest, including interest rate swaps 128.6 148.9
Current portion of operating lease liabilities 102.0 115.3
Restructuring, transformation, and other exit costs reserve 49.9 77.1
Accrued taxes 49.8 102.1
Dividends payable 23.0 22.9
Derivative payables 15.1 31.5
Miscellaneous 273.1 287.3
Total $1,472.8 $1,624.0
In Millions May 31, 2026 May 25, 2025
Other non-current liabilities:
Accrued compensation and benefits, including obligations for underfunded other postretirement benefit and postemployment benefit plans $641.1 $642.5
Non-current portion of operating lease liabilities 300.4 302.8
Accrued taxes 157.9 215.9
Miscellaneous 80.8 67.4
Total $1,180.2 $1,228.6
Please see Note 3 for additional information on certain assets and liabilities classified as held for sale as of May 31, 2026.
Certain Consolidated Statements of (Loss) Earnings amounts are as follows:
Fiscal Year
In Millions 2026 2025 2024
Depreciation and amortization $555.2 $539.0 $552.7
Research and development expense 256.0 256.6 257.8
Advertising and media expense (including production and communication costs) 873.6 847.5 824.6
The components of interest, net are as follows:
Fiscal Year
In Millions 2026 2025 2024
Interest expense $581.1 $559.6 $509.4
Capitalized interest (11.5) (10.8) (11.4)
Interest income (31.0) (24.6) (18.8)
Interest, net $538.6 $524.2 $479.2
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NOTE 19. QUARTERLY DATA (UNAUDITED)
Summarized quarterly data for fiscal 2026 and fiscal 2025 follows:
First Quarter Second Quarter Third Quarter Fourth Quarter
Fiscal Year Fiscal Year Fiscal Year Fiscal Year
In Millions, Except Per Share Amounts 2026 2025 2026 2025 2026 2025 2026 2025
Net sales $4,517.5 $4,848.1 $4,860.8 $5,240.1 $4,436.7 $4,842.2 $4,609.6 $4,556.2
Gross margin 1,532.8 1,688.8 1,692.5 1,931.1 1,366.9 1,639.1 1,603.5 1,474.0
Net earnings (loss) attributable to General Mills 1,204.2 579.9 413.0 795.7 303.1 625.6 (2,007.9) 294.0
EPS:
Basic $2.22 $1.03 $0.78 $1.43 $0.57 $1.14 $(3.74) $0.53
Diluted $2.22 $1.03 $0.78 $1.42 $0.56 $1.12 $(3.74) $0.53
In the fourth quarter of fiscal 2026, we recorded a $1,500.0 million non-cash goodwill impairment charge related to our North
America Pet reporting unit and $250.0 million of non-cash impairment charges related to our Nudges and True Chews brand intangible
assets. Also, we recorded a $1,031.8 million non-cash pre-tax valuation loss related to the planned divestiture of our Brazil business.
Additionally, we recorded $20.0 million of restructuring charges related to the multi-year organizational initiative to increase the
competitiveness of our supply chain and $12.2 million of restructuring and transformation charges related to actions previously
announced. In addition, after-tax loss from joint ventures was $17.6 million, primarily driven by our share of losses related to the sale
of certain assets at CPW. We also recorded $14.8 million of transaction costs, primarily related to the definitive agreement to sell our
Brazil business.
In the fourth quarter of fiscal 2025, we approved a multi-year global transformation initiative to drive increased productivity by
enhancing end-to-end business processes and recorded $70.1 million of charges. We also recorded $17.4 million of restructuring
charges related to actions previously announced. Additionally, we purchased the outstanding GMC Class A Interests from the third-
party holder for $252.8 million, which reflected an original capital account balance of $242.3 million and $10.5 million primarily
related to capital account appreciation. We also recorded $16.2 million of transaction costs, primarily related to the definitive
agreement to sell our U.S. yogurt business, and $6.7 million of integration costs related to the fiscal 2025 acquisition of Whitebridge
Pet Brands and the fiscal 2024 acquisition of a pet food business in Europe.
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Glossary
AOCI. Accumulated other comprehensive income (loss).
Adjusted diluted EPS. Diluted EPS adjusted for certain items affecting year-to-year comparability.
Adjusted operating profit. Operating profit adjusted for certain items affecting year-to-year comparability.
Adjusted operating profit margin. Operating profit adjusted for certain items affecting year-to-year comparability, divided by net
sales.
Constant currency. Financial results translated to United States dollars using constant foreign currency exchange rates based on the
rates in effect for the comparable prior-year period. To present this information, current period results for entities reporting in
currencies other than United States dollars are translated into United States dollars at the average exchange rates in effect during the
corresponding period of the prior fiscal year, rather than the actual average exchange rates in effect during the current fiscal year.
Therefore, the foreign currency impact is equal to current year results in local currencies multiplied by the change in the average
foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.
Core working capital. Accounts receivable plus inventories less accounts payable, all as of the last day of our fiscal year.
Derivatives. Financial instruments such as futures, swaps, options, and forward contracts that we use to manage our risk arising from
changes in commodity prices, interest rates, foreign exchange rates, and equity prices.
Earnings before interest, taxes, depreciation and amortization (EBITDA). The calculation of earnings before income taxes and
after-tax earnings from joint ventures, net interest, depreciation and amortization.
Euribor. European Interbank Offered Rate.
Fair value hierarchy. For purposes of fair value measurement, we categorize assets and liabilities into one of three levels based on
the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3
generally requires significant management judgment. The three levels are defined as follows:
Level 1:Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in
active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3:Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability.
Free cash flow. Net cash provided by operating activities less purchases of land, buildings, and equipment.
Free cash flow conversion rate. Free cash flow divided by our net earnings, including earnings attributable to noncontrolling interests
adjusted for certain items affecting year-to-year comparability.
Generally accepted accounting principles (GAAP). Guidelines, procedures, and practices that we are required to use in recording
and reporting accounting information in our financial statements.
Goodwill. The difference between the purchase price of acquired companies plus the fair value of any noncontrolling interests and the
related fair values of net assets acquired.
Gross margin. Net sales less cost of sales.
Hedge accounting. Accounting for qualifying hedges that allows changes in a hedging instrument’s fair value to offset corresponding
changes in the hedged item in the same reporting period. Hedge accounting is permitted for certain hedging instruments and hedged
items only if the hedging relationship is highly effective, and only prospectively from the date a hedging relationship is formally
documented.
Holistic Margin Management (HMM). Company-wide initiative to use productivity savings, mix management, and price realization
to offset input cost inflation, protect margins, and generate funds to reinvest in sales-generating activities.
Mark-to-market. The act of determining a value for financial instruments, commodity contracts, and related assets or liabilities based
on the current market price for that item.
Net debt. Long-term debt, current portion of long-term debt, and notes payable, less cash and cash equivalents.
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Net mark-to-market valuation of certain commodity positions. Realized and unrealized gains and losses on derivative contracts
that will be allocated to segment operating profit when the exposure we are hedging affects earnings.
Net price realization. The impact of list and promoted price changes, net of trade and other price promotion costs.
Net realizable value. The estimated selling price in the ordinary course of business, less reasonably predictable costs of completion,
disposal, and transportation.
Noncontrolling interests. Interests of consolidated subsidiaries held by third parties.
Notional principal amount. The principal amount on which fixed-rate or floating-rate interest payments are calculated.
OCI. Other comprehensive (loss) income.
Operating cash flow conversion rate. Net cash provided by operating activities, divided by net earnings, including earnings
attributable to noncontrolling interests.
Organic net sales growth. Net sales growth adjusted for foreign currency translation, as well as acquisitions, divestitures, and a 53rd
week impact, when applicable.
Project-related costs. Costs incurred related to our restructuring initiatives not included in restructuring charges.
Reporting unit. An operating segment or a business one level below an operating segment.
SOFR. Secured Overnight Financing Rate.
Strategic Revenue Management (SRM). A company-wide capability focused on generating sustainable benefits from net price
realization and mix by identifying and executing against specific opportunities to apply tools including pricing, sizing, mix
management, and promotion optimization across each of our businesses.
Supply chain input costs. Costs incurred to produce and deliver product, including costs for ingredients and conversion, inventory
management, logistics, and warehousing.
Total debt. Notes payable and long-term debt, including current portion.
Translation adjustments. The impact of the conversion of our foreign affiliates’ financial statements to United States dollars for the
purpose of consolidating our financial statements.
Working capital. Current assets and current liabilities, all as of the last day of our fiscal year.