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GENERAL MILLS INC

For the period ended Feb 22, 2026. Filed Mar 18, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Feb 22, 2026 · Filed Mar 18, 2026

GIS$35.51-2.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-11-23; filed 2025-12-17.

0001628280-25-057598

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-02-22; filed 2026-03-18.

0001628280-26-019398

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 510 previous paragraphs and 519 current paragraphs.

281 unchanged; 117 reworded; 103 added; 86 removed; 26 previous and 18 current paragraphs rearranged.

Tables are not compared: 24 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (103)

Current report

third quarter of fiscal 2025, and higher restructuring andtransformation costs, partially offset by favorable net price realization and

Current report

mix and higher transaction costs recordedin fiscal 2025 related to the Divestitures and Acquisition. Operating profit margin of 11.8

Current report

points to 12.3 percent. Diluted earnings per share of$0.56 decreased 50 percent in thethird quarter of fiscal 2026. Adjusted diluted

Current report

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

Current report

impacts, and includes the net impact of the Divestitures and Acquisition.

Current report

Cost of sales decreased $133 million to$3,070 million in thethird quarter of fiscal 2026, compared to the same period in fiscal 2025.

Current report

of restructuring charges in cost of sales in thethird quarter of fiscal 2026 (please refer to Note 3 to the Consolidated Financial

Current report

market valuation of certain commodity positions and grain inventories in thethird quarter of fiscal 2026, compared to a$23 million

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compared to the same period in fiscal 2025, primarily driven by lower other administrative costs, and including the net impact of the

Current report

Divestitures loss (gain), net decreased$101 million, primarily due to a$96 million gain in the third quarter of fiscal 2025, related to

Current report

Restructuring, transformation, impairment, and other exit costs (recoveries) totaled$24 million in thethird quarter of fiscal

Current report

2026, compared to$1 million of net recoveries in the same period last year. In fiscal 2026, we approved a multi-year organizational

Current report

The 4.5 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in fiscal 2025 and unfavorable

Current report

thethird quarter of fiscal 2026, compared to 21.0 percent in the same period last year (see the “Non-GAAP Measures” section below

Current report

for a description of our use of measures not defined by GAAP). The 3.0 percentage point increase was primarily due to certain

Current report

nonrecurring discrete tax benefits in fiscal 2025 and unfavorable earnings mix by jurisdiction in fiscal 2026.

Current report

earnings of$14 million in the same period in fiscal 2025, primarily driven by our share of transaction costs related to certain assets

Current report

held for sale at Cereal Partners Worldwide (CPW). On a constant-currency basis, after-tax loss from joint ventures decreased 129

Current report

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

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

Current report

margin decreased 310 basis points to 15.2 percent. Diluted earnings per share of$3.56 in thenine-month period ended February 22,

Current report

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

Current report

volume growth, partially offset by favorable net price realization and mix and favorable foreign currency exchange impacts, and

Current report

includes the net impact of the Divestitures and Acquisition.

Current report

Organic net sales decreased 3 percent in thenine-month period ended February 22, 2026, driven by unfavorable organic net price

Current report

realization and mix and a decrease in contributions from organic volume growth.

Current report

Cost of sales decreased $449 million to$9,223 million in thenine-month period ended February 22, 2026, compared to the same

Current report

We recorded$13 million of restructuring charges in thenine-month period ended February 22, 2026, compared to$1 million of

Current report

valuation of certain commodity positions and grain inventories in thenine-month period ended February 22, 2026, compared to a$24

Current report

million net decrease in thenine-month period ended February 23, 2025.

Current report

SG&A expenses decreased $51 million to$2,500 million in thenine-month period ended February 22, 2026, compared to the same

Current report

sale of our United States yogurt business. During thenine-month period ended February 23, 2025, we recorded a$96 million

Current report

Restructuring, transformation, impairment, and other exit costs (recoveries) totaled$163 million in thenine-month period ended

Current report

Theeffective tax rate for thenine-month period ended February 22, 2026, was 24.8 percent compared to 20.5 percent in the same

Current report

United States yogurt business, certain nonrecurring discrete tax benefits in fiscal 2025, and unfavorable earnings mix by jurisdiction in

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Removed paragraphs (86)

Previous report

currency basis, including the net impact of the Divestitures and Acquisition, primarily driven by a decrease in contributions from

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decreased 290 basis points to 17.4 percent. Diluted earnings per share of$0.78 decreased 45 percent in thesecond quarter of fiscal

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Cost of sales decreased$141 million to$3,168 million in thesecond quarter of fiscal 2026, compared to the same period in fiscal

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thesecond quarter of fiscal 2026, compared to a$29 million net decrease in thesecond quarter of fiscal 2025. We recorded$3 million

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of restructuring charges in cost of sales in thesecond quarter of fiscal 2026.

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compared to the same period in fiscal 2025, primarily driven by net favorable corporate investment activity. SG&A expenses as a

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percent of net sales in thesecond quarter of fiscal 2026 increased 100 basis points compared to thesecond quarter of fiscal 2025.

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Restructuring, transformation, impairment, and other exit costs totaled$122 million in thesecond quarter of fiscal 2026,

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impairment charge related to our Uncle Toby'sbrand intangible asset. We also approved a multi-year organizational initiative to

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The 3.2 percentage point increase wasprimarily due to unfavorable earnings mix by jurisdiction in fiscal 2026 and certain

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percent in thesecond quarter of fiscal 2026, compared to 20.1 percent in the same period last year (see the “Non-GAAP Measures”

Previous report

section below for a description of our use of measures not defined by GAAP). The 3.2 percentage point increase was primarily due to

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unfavorable earnings mix by jurisdiction in fiscal 2026 and certain nonrecurring discrete tax benefits in fiscal 2025.

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after-tax earnings from joint ventures of$30 million in the same period in fiscal 2025, primarily driven by our$85 million pre-tax

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share of a non-cash goodwill impairment charge at Cereal Partners Worldwide (CPW) in fiscal 2026, as a result of downward

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

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partially offset by favorable net price realization and mix. Adjusted operating profit margin decreased 250 basis points to 16.6 percent.

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Diluted earnings per share of$3.00 increased 22 percent in thesix-month period ended ended November 23, 2025, and adjusted

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Organic net sales decreased 2 percent in thesix-month period ended November 23, 2025, driven by unfavorable organic net price

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Cost of sales decreased$315 million to$6,153 million in thesix-month period ended November 23, 2025, compared to the same

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grain inventories in thesix-month period ended November 23, 2025, compared to a$1 million net decrease in thesix-month period

Previous report

ended November 24, 2024. In addition, we recorded$5 million of restructuring charges in thesix-month period ended November 23,

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SG&A expenses decreased$20 million to$1,688 million in thesix-month period ended November 23, 2025, compared to the same

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Restructuring, transformation, impairment, and other exit costs totaled$138 million in thesix-month period ended November 23,

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related to our Uncle Toby'sbrand intangible asset. We also approved a multi-year organizational initiative to increase the

Previous report

Theeffective tax rate for thesix-month period ended November 23, 2025, was 24.9 percent compared to 20.9 percent in the same

Previous report

United States yogurt business, unfavorable earnings mix by jurisdiction in fiscal 2026, and certain nonrecurring discrete tax benefits in

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mix by jurisdiction in fiscal 2026 and certain nonrecurring discrete tax benefits in fiscal 2025.

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North America Retail organic net sales decreased 3 percent in thesecond quarter of fiscal 2026, compared to the same period in fiscal

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Segment operating profit decreased 21 percent to$682 million in thesecond quarter of fiscal 2026, including the impact of the

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Divestitures, compared to$862 million in the same period in fiscal 2025, primarily driven by a decrease in contributions from volume

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growth. Segment operating profit decreased 21 percent on a constant-currency basis in thesecond quarter of fiscal 2026, compared to

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Segment operating profit decreased 22 percent to$1,246 million in thesix-month period ended November 23, 2025, including the

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impact of the Divestitures, compared to$1,608 million in the same period in fiscal 2025, primarily driven by a decrease in

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expenses. Segment operating profit decreased 22 percent on a constant-currency basis in thesix-month period ended November 23,

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In thesecond quarter of fiscal 2026, net sales decreased 7 percent, including the net impact of the divestitures of our North American

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In thethird quarter of fiscal 2026, net sales decreased 8 percent, including the net impact of the divestitures of our North American

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yogurt businesses (Divestitures) and the acquisition of Whitebridge Pet Brands (Acquisition). Organic net sales decreased 1 percent

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yogurt businesses (Divestitures) and the acquisition of Whitebridge Pet Brands (Acquisition). Organic net sales decreased 3 percent

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compared to the same period last year. Operating profit decreased 32 percent to$728 million, including the net impact of the

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compared to the same period last year. Operating profit decreased 41 percent to$525 million, primarily driven by higher input costs, a

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

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decrease in contributions from volume growth, a gain on divestiture related to the sale of our Canada yogurt business recorded in the

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margin of 15.0 percent decreased 560 basis points. Adjusted operating profit of$848 million decreased 20 percent on a constant-

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percent decreased 660 basis points. Adjusted operating profit of$547 million decreased 32 percent on a constant-currency basis,

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Divestitures, compared to $118 million in the same period in fiscal 2025, primarily driven by higher input costs and a decrease in

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including the net impact of the Divestitures and Acquisition, primarily driven by higher input costs and a decrease in contributions

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volume growth and higher input costs, partially offset by favorable net price realization and mix. Adjusted operating profit margin

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from volume growth, partially offset by favorable net price realization and mix. Adjusted operating profit margin decreased 420 basis

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Adjusted diluted earnings per share of$1.10 decreased 21 percent on a constant-currency basis compared to thesecond quarter

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earnings per share of$0.64 decreased 37 percent on a constant-currency basis compared to thethird quarter of fiscal 2025. See the

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A summary of our consolidated financial results for thesecond quarter of fiscal 2026 follows:

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A summary of our consolidated financial results for thethird quarter of fiscal 2026 follows:

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period in fiscal 2025, driven by unfavorable organic net price realization and mix.

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Net sales in thethird quarter of fiscal 2026 decreased 8 percent compared to the same period in fiscal 2025, driven by a decrease in

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an increase in contributions from volume growth and favorable foreign currency exchange impacts.

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contributions from volume growth, partially offset by favorable net price realization and mix and favorable foreign currency exchange

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2025, compared to the same period in fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this measure not

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Organic net sales decreased 3 percent in thethird quarter of fiscal 2026, compared to the same period in fiscal 2025, driven by a

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decrease in contributions from organic volume growth and unfavorable organic net price realization and mix.

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The decrease was primarily driven by a$288 million decrease attributable to lower volume, partially offset by a$119 million

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Thedecrease was primarily driven by a$349 million decrease attributable to lower volume, partially offset by a$202 million increase

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increase attributable to product rate and mix, both of which include the net impact of the Divestitures and Acquisition. We recorded a

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attributable to product rate and mix, both of which include the net impact of the Divestitures and Acquisition. We recorded$8 million

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$4 million net decrease in cost of sales related to the mark-to-market valuation of certain commodity positions and grain inventories in

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Statements in Part I, Item 1 of this report). In addition, we recorded a$17 million net decrease in cost of sales related to the mark-to-

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Selling, general, and administrative (SG&A) expenses decreased$10 million to$842 million in thesecond quarter of fiscal 2026,

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Selling, general, and administrative (SG&A) expenses decreased $32 million to$813 million in thethird quarter of fiscal 2026,

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the net impact of the Divestitures and Acquisition. SG&A expenses as a percent of net sales increased 110 basis points in thesix-

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Divestitures and Acquisition. SG&A expenses as a percent of net sales in thethird quarter of fiscal 2026 increased 90 basis points

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

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

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increase the competitiveness of our supply chain, and as a result, we recorded$47 million of charges in the second quarter of fiscal

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initiative to increase the competitiveness of our supply chain, and as a result, we recorded$17 million of charges in thethird quarter of

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In addition, we recorded$22 million of restructuring and transformation charges in the second quarter of fiscal 2026 related to

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fiscal 2026. In addition, we recorded$8 million of restructuring and transformation charges in thethird quarter of fiscal 2026 related

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Benefit plan non-service income totaled$16 million in thesecond quarter of fiscal 2026, compared to$14 million in the same period

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Benefit plan non-service income totaled$15 million in thethird quarter of fiscal 2026, compared to$14 million in the same period

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Interest, net for thesecond quarter of fiscal 2026 totaled$126 million, up$1 million from thesecond quarter of fiscal 2025, primarily

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Interest, net for thethird quarter of fiscal 2026 totaled$128 million, down $8 million from thethird quarter of fiscal 2025, primarily

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Theeffective tax rate for thesecond quarter of fiscal 2026 was 23.3 percent compared to 20.1 percent for thesecond quarter of fiscal

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Theeffective tax rate for thethird quarter of fiscal 2026 was 24.3 percent compared to 19.8 percent for thethird quarter of fiscal

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nonrecurring discrete tax benefits in fiscal 2025. Our effective tax rate excluding certain items affecting comparability was 23.3

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earnings mix by jurisdiction in fiscal 2026. Our effective tax rate excluding certain items affecting comparability was 24.0 percent in

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The impacts of the OBBBA are reflected in our results for the quarter ended November 23, 2025, and there was no material impact to

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The impacts of the One Big Beautiful Bill Act (OBBBA) are reflected in our results for the quarter ended February 22, 2026, and there

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our income tax expense. We expect certain provisions of the OBBBA will change the timing of cash tax payments in the current fiscal

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was no material impact to our income tax expense. We expect certain provisions of the OBBBA will change the timing of cash tax

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year and future periods. Please refer to Note 15 to the Consolidated Financial Statements in Part I, Item 1 of the report for additional

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payments in the current fiscal year and future periods. Please refer to Note 15 to the Consolidated Financial Statements in Part I, Item

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After-tax (loss) earnings from joint ventures for thesecond quarter of fiscal 2026 was a$60 million after-tax loss compared to

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After-tax (loss) earnings from joint ventures for thethird quarter of fiscal 2026 was a$6 million after-tax loss compared to after-tax

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ventures decreased 302 percent (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by

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

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Average diluted shares outstanding decreased by 23 million in thesecond quarter of fiscal 2026 from the same period a year ago

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Average diluted shares outstanding decreased by 18 million in thethird quarter of fiscal 2026 from the same period a year ago

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In thesix-month period ended November 23, 2025, net sales decreased 7 percent, including the net impact of the Divestitures and

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In thenine-month period ended February 22, 2026, net sales decreased 7 percent, including the net impact of the Divestitures and

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Acquisition. Organic net sales decreased 2 percent compared to the same period last year. Operating profit increased 29 percent to

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Acquisition. Organic net sales decreased 3 percent compared to the same period last year. Operating profit increased 6 percent to

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$2,454 million, primarily driven by a divestiture gain related to the sale of our United States yogurt business and favorable net price

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$2,978 million, primarily driven by a divestiture gain related to the sale of our United States yogurt business, favorable net price

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realization and mix, partially offset by adecrease in contributions from volume growth, higher input costs, and higher restructuring,

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realization and mix, and lower SG&A expenses, partially offset by a decrease in contributions from volume growth, higher input costs,

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transformation, and impairment charges. Operating profit margin of 26.2 percent increased 730 basis points compared to the same

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and higher restructuring, transformation, and impairment charges. Operating profit margin of 21.6 percent increased 280 basis points

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period last year. Adjusted operating profit of$1,559 million decreased 19 percent on a constant-currency basis, including the net

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compared to the same period last year. Adjusted operating profit of$2,106 million decreased 23 percent on a constant-currency basis,

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2025, essentially matched the same periods in fiscal 2025.

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2026, essentially matched the same period last year and adjusted diluted earnings per share of$2.60 decreased 25 percent on a

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diluted earnings per share of$1.96 decreased 21 percent on a constant-currency basis compared to the same period last year (see the

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constant-currency basis compared to the same period last year (see the “Non-GAAP Measures” section below for a description of our

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to actions previously announced (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report).

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1 of this report for additional information.

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including the net impact of the Divestitures and Acquisition, primarily driven by a decrease in contributions from volume growth and

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Acquisition. SG&A expenses as a percent of net sales increased 100 basis points in thenine-month period ended February 22, 2026,

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divestiture gain related to the sale of our Canada yogurt business (please refer to Note 2 to the Consolidated Financial Statements in

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

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

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North America Retail organic net sales decreased 4 percent in thethird quarter of fiscal 2026, compared to the same period in fiscal

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million in the same period in fiscal 2025, primarily driven by favorable net price realization and mix, partially offset by higher input

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period ended February 22, 2026, compared to the same period in fiscal 2025 (see the “Non-GAAP Measures” section below for our

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same period in fiscal 2025, driven by a decrease in contributions from organic volume growth.

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section below for our use of this measure not defined by GAAP).

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and grain inventories, compared to a$23 million netdecrease in expense in the same period last year. Certain compensation and

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integration costs during the same period last year, related to the Acquisition and the fiscal 2024 acquisition of a pet food business in

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month period ended February 22, 2026, we recorded a$13 million netdecrease in expense related to the mark-to-market valuation of

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fixed-rate notes due January 30, 2027, and$750 million of 3.2 percent fixed-rate notes due February 10, 2027. We believe that cash

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

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to the Consolidated Financial Statements in Part I, Item 1 of this report.
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Divestitures and Acquisition, primarily driven by a decrease in contributions from volume growth, higher input costs, and higher

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restructuring, transformation, and impairment charges, partially offset by favorable net price realization and mix. Operating profit

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revisions of future sales and profitability estimates in the Australian market. On a constant-currency basis, after-tax loss from joint

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impact of the Divestitures and Acquisition, primarily driven by a decrease in contributions from volume growth and higher input costs,

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

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

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announced (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report).

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

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North America Retail net sales decreased 13 percent in thesecond quarter of fiscal 2026, compared to the same period in fiscal 2025,

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driven by an increase in contributions from organic volume growth.

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fiscal 2025, driven by favorable organic net price realization and mix and an increase in contributions from organic volume growth.

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period in fiscal 2025, primarily driven by favorable net price realization and mix and an increase in contributions from volume growth,

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quarter of fiscal 2026, compared to the same period in fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this

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fiscal 2025, driven by favorable net price realization and mix and an increase in contributions from volume growth, both of which

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include the impact of the Acquisition.

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2025, driven by favorable organic net price realization and mix, partially offset by a decrease in contributions from organic volume

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expenses, partially offset by favorable net price realization and mix and an increase in contributions from volume growth. Segment

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

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fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

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second quarter of fiscal 2025. In addition, we recorded$2 million of transaction costs related to the sale of our United States yogurt

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Divestitures in the same period last year.

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related to the mark-to-market valuation of certain commodity positions and grain inventories, compared to a$1 million netdecrease in

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six-month period ended November 23, 2025, compared to$1 million of restructuring charges in cost of sales in the same period in

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investments in thesix-month period ended November 23, 2025, compared to$4 million of netlosses related to valuation adjustments

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

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