GENERAL MILLS INC

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.

To the Stockholders and Board of Directors

General Mills, Inc.:

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

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

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

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

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

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

Sponsoring Organizations of the Treadway Commission.

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

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

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

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

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

Commission.

Basis for Opinions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

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

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

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

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

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

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

on the financial statements.

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

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

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

Critical Audit Matter

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

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

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

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

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

on the accounts or disclosures to which it relates.

Valuation of goodwill and brand intangible assets

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

subjective inputs used to estimate the discount rates.

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

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

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

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

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

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

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

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

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

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

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

estimate the royalty rates.

/s/KPMG LLP

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

Minneapolis, Minnesota

Consolidated Statements of (Loss) Earnings

(In Millions, Except per Share Data)

Consolidated Statements of Comprehensive (Loss) Income

(In Millions)

(In Millions, Except Par Value)

Consolidated Statements of Total Equity

(In Millions, Except Per Share Data)

(In Millions)

Notes to Consolidated Financial Statements

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 ofdiscount rates,

perpetuity growth assumptions, market comparables, and other factors.

We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-lived. Reaching a

determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand,

competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results

in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance

expenditures, and the expected lives of other related groups of assets. Intangible assets that are deemed to have finite lives are

amortized on a straight-line basis, over their useful lives, generally ranging from 4 to 30 years.

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

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

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

of the brands is based on a discounted cash flow model using inputs which included projected revenues from our long-range plan,

assumed royalty rates that could be payable if we did not own the brands, and a discount rate.

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

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

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

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

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

model or other similar valuation model, as appropriate.

Leases

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

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

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

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

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

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

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

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

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

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

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

recognized in the period in which the obligation is incurred.

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

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

Investments in Unconsolidated Joint Ventures

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

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

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

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

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

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

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

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

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

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

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

value if we concluded the impairment is other than temporary.

Revenue Recognition

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

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

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

our customer. Sales include shipping and handling charges billed to the customer and are reported net of variable consideration and

consideration payable to our customers, including trade promotion, consumer coupon redemption and other reductions to the

transaction price, including estimated allowances for returns, unsalable product, and prompt pay discounts. Sales, use, value-added,

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

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

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

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

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

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

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

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

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

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

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

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

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

Environmental Costs

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

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

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

Advertising Production Costs

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

Research and Development

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

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

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

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

Foreign Currency Translation

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

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

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

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

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

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

Derivative Instruments

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

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

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

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

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

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

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

Stock-based Compensation

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

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

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

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

allocated to each reportable segment in our segment results.

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

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

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

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

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

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

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

employees. Under certain circumstances, we also provide accruable benefits, primarily severance and gratuity, to former and inactive

employees in the United States, Canada, Mexico, and other foreign jurisdictions. We recognize an obligation for any of these benefits

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

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

unfunded.

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

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

Use of Estimates

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

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

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

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

defined benefit pension, other postretirement benefit and postemployment benefit plans. Actual results could differ from our estimates.

New Accounting Standards

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

requires disclosure of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires

disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax

expense or benefit, and income tax expense or benefit from continuing operations. We adopted the requirements of the new standard

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

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

disclosure.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

operations and financial position.

NOTE 3. ACQUISITIONS AND DIVESTITURES

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

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

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

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

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

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

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

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

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

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

group and the expected loss on sale.

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

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

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

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

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

increase to the pre-tax gain.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

a one-month lag.

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

GOODWILL AND OTHER INTANGIBLE ASSET IMPAIRMENTS

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

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

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

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

Note 6 for additional information.

VALUATION LOSS ON HELD FOR SALE BUSINESS

In fiscal 2026, we recorded a$1,031.8 million non-cash pre-tax valuation loss relatedto 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 takesone totwo 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 fiscal 2026, we approved a multi-year organizational initiative to increase the competitiveness of our supply chain. We expect to

incur approximately$101 million ofrestructuring 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:

Restructuring charges recorded in fiscal 2024 were as follows:

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

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

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-Dazsice

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:

Joint venture earnings and cash flow activity is as follows:

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