Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx ☒ No¨ ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx ☒ No¨ ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes¨ ☐ Nox ☒

Number of shares of Common Stock outstanding as of ~~March 11,~~December 13, 2016: ~~594,401,538~~580,011,272 (excluding ~~160,211,790~~174,602,056 shares held in the treasury).


	Quarter Ended					Nine-Month Period Ended					Quarter Ended					Six-Month Period Ended
	Feb. 28, 2016			Feb. 22, 2015		Feb. 28, 2016			Feb. 22, 2015		Nov. 27, 2016		Nov. 29, 2015			Nov. 27, 2016		Nov. 29, 2015
Net sales	$	4,002.4		$	4,350.9	$	12,635.2		$	13,331.5	$	4,112.1	$	4,424.9		$	8,020.0	$	8,632.8

Cost of sales		2,644.9			2,975.0		8,182.5			8,897.8		2,592.6		2,884.3			5,083.6		5,537.6

Selling, general, and administrative expenses		755.8			789.4		2,339.7			2,502.1		708.1		772.7			1,420.3		1,583.9

Divestitures (gain)		(1.5	)		—		(200.6	)		—
Divestitures Loss (Gain)												13.5		(199.1	)		13.5		(199.1	)

Restructuring, impairment, and other exit costs		16.9			49.3		138.3			277.9		29.0		61.3			87.9		121.4


Operating profit		586.3			537.2		2,175.3			1,653.7		768.9		905.7			1,414.7		1,589.0

Interest, net		77.2			80.0		226.3			235.8		75.5		73.8			149.4		149.1


Earnings before income taxes and after-tax earnings from joint ventures		509.1			457.2		1,949.0			1,417.9		693.4		831.9			1,265.3		1,439.9

Income taxes		157.6			116.5		667.7			422.5		227.4		311.5			404.0		510.1

After-tax earnings from joint ventures		16.2			13.1		65.1			66.2		29.8		23.2			54.0		48.9


Net earnings, including earnings attributable to redeemable and noncontrolling interests		367.7			353.8		1,346.4			1,061.6		495.8		543.6			915.3		978.7

Net earnings attributable to redeemable and noncontrolling interests		6.0			10.6		28.6			27.1		14.0		14.1			24.5		22.6


Net earnings attributable to General Mills	$	361.7		$	343.2	$	1,317.8		$	1,034.5	$	481.8	$	529.5		$	890.8	$	956.1


Earnings per share - basic	$	0.61		$	0.57	$	2.20		$	1.71	$	0.82	$	0.88		$	1.50	$	1.59


Earnings per share - diluted	$	0.59		$	0.56	$	2.15		$	1.67	$	0.80	$	0.87		$	1.47	$	1.56


Dividends per share	$	0.44		$	0.41	$	1.32		$	1.23	$	0.48	$	0.44		$	0.96	$	0.88


	Quarter Ended						Nine-Month Period Ended						Quarter Ended						Six-Month Period Ended
	Feb. 28, 2016			Feb. 22, 2015			Feb. 28, 2016			Feb. 22, 2015			Nov. 27, 2016			Nov. 29, 2015			Nov. 27, 2016			Nov. 29, 2015
Net earnings, including earnings attributable to redeemable and noncontrolling interests	$	367.7		$	353.8		$	1,346.4		$	1,061.6		$	495.8		$	543.6		$	915.3		$	978.7

Other comprehensive income (loss), net of tax:

Foreign currency translation		(39.9	)		(411.3	)		(252.4	)		(801.1	)		(105.7	)		(70.3	)		(25.3	)		(212.5	)

Other fair value changes:

Securities		(0.2	)		0.5			(0.2	)		0.8			(0.1	)		0.1			0.3			—

Hedge derivatives		19.0			10.9			29.4			15.5			32.1			0.1			47.3			10.4

Reclassification to earnings:

Hedge derivatives		(3.7	)		(0.1	)		(3.3	)		5.2			(7.8	)		(0.3	)		(10.6	)		0.4

Amortization of losses and prior service costs		31.0			27.8			97.8			80.8			31.8			35.9			62.4			66.8


Other comprehensive income (loss), net of tax		6.2			(372.2	)		(128.7	)		(698.8	)		(49.7	)		(34.5	)		74.1			(134.9	)


Total comprehensive income (loss)		373.9			(18.4	)		1,217.7			362.8
Total comprehensive income														446.1			509.1			989.4			843.8

Comprehensive income (loss) attributable to redeemable and noncontrolling interests		20.1			(83.4	)		4.1			(174.2	)
Comprehensive loss attributable to redeemable and noncontrolling interests														(43.5	)		(33.6	)		(36.7	)		(16.0	)


Comprehensive income attributable to General Mills	$	353.8		$	65.0		$	1,213.6		$	537.0		$	489.6		$	542.7		$	1,026.1		$	859.8


	Feb. 28, 2016			May 31, 2015			Nov. 27, 2016			May 29, 2016
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	782.7		$	334.2		$	809.7		$	763.7
Receivables		1,390.9			1,386.7			1,382.7			1,360.8
Inventories		1,350.2			1,540.9			1,525.5			1,413.7
Deferred income taxes		86.2			100.1
Prepaid expenses and other current assets		401.3			423.8			393.6			399.0


Total current assets		4,011.3			3,785.7			4,111.5			3,937.2

Land, buildings, and equipment		3,604.5			3,783.3			3,571.3			3,743.6
Goodwill		8,692.4			8,874.9			8,679.1			8,741.2
Other intangible assets		4,509.8			4,677.0			4,487.4			4,538.6
Other assets		813.6			811.2			752.8			751.7


Total assets	$	21,631.6		$	21,932.1		$	21,602.1		$	21,712.3


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,725.6		$	1,684.0		$	1,938.3		$	2,046.5
Current portion of long-term debt		1,103.5			1,000.4			1,507.6			1,103.4
Notes payable		640.3			615.8			1,421.7			269.8
Other current liabilities		1,784.3			1,589.9			1,376.8			1,595.0


Total current liabilities		5,253.7			4,890.1			6,244.4			5,014.7

Long-term debt		7,024.4			7,575.3			6,542.0			7,057.7
Deferred income taxes		1,575.6			1,550.3			1,506.4			1,399.6
Other liabilities		1,687.5			1,744.8			1,981.8			2,087.6


Total liabilities		15,541.2			15,760.5			16,274.6			15,559.6


Redeemable interest		826.7			778.9			801.7			845.6

Stockholders’ equity:

Common stock, 754.6 shares issued, $0.10 par value		75.5			75.5			75.5			75.5
Additional paid-in capital		1,164.4			1,296.7			1,179.4			1,177.0
Retained earnings		12,514.0			11,990.8			12,931.8			12,616.5
Common stock in treasury, at cost, shares of 161.0 and 155.9		(6,450.2	)		(6,055.6	)
Common stock in treasury, at cost, shares of 174.4 and 157.8								(7,529.2	)		(6,326.6	)
Accumulated other comprehensive loss		(2,414.9	)		(2,310.7	)		(2,476.9	)		(2,612.2	)


Total stockholders’ equity		4,888.8			4,996.7			4,180.6			4,930.2

Noncontrolling interests		374.9			396.0			345.2			376.9


Total equity		5,263.7			5,392.7			4,525.8			5,307.1


Total liabilities and equity	$	21,631.6		$	21,932.1		$	21,602.1		$	21,712.3



	$.10 Par Value Common Stock																												$.10 Par Value Common Stock
	(One Billion Shares Authorized)																												(One Billion Shares Authorized)
	Issued							Treasury																					Issued							Treasury
	Shares		Par Amount		Additional Paid-In Capital			Shares			Amount			Retained Earnings			Accumulated Other Comprehensive Loss			Non- controlling Interests			Total Equity			Redeemable Interest			Shares		Par Amount		Additional Paid-In Capital			Shares			Amount			Retained Earnings			Accumulated Other Comprehensive Loss			Non- controlling Interests			Total Equity			Redeemable Interest

Balance as of May 25, 2014		754.6	$	75.5	$	1,231.8			(142.3	)	$	(5,219.4	)	$	11,787.2		$	(1,340.3	)	$	470.6		$	7,005.4		$	984.1
Balance as of May 31, 2015																														754.6	$	75.5	$	1,296.7			(155.9	)	$	(6,055.6	)	$	11,990.8		$	(2,310.7	)	$	396.0		$	5,392.7		$	778.9
Total comprehensive income (loss)															1,221.3			(970.4	)		(70.0	)		180.9			(122.9	)															1,697.4			(301.5	)		11.2			1,407.1			30.3
Cash dividends declared ($1.67 per share)															(1,017.7	)								(1,017.7	)
Cash dividends declared ($1.78 per share)																																											(1,071.7	)								(1,071.7	)
Shares purchased									(22.3	)		(1,161.9	)											(1,161.9	)												(10.7	)		(606.7	)											(606.7	)
Stock compensation plans (includes income tax benefits of $74.6)						(38.1	)		8.7			325.7												287.6
Stock compensation plans (includes income tax benefits of $94.1)																																		(46.3	)		8.8			335.7												289.4
Unearned compensation related to restricted stock unit awards						(80.8	)																	(80.8	)									(63.3	)																	(63.3	)
Earned compensation						111.1																		111.1										84.8																		84.8
Decrease in redemption value of redeemable interest						83.2																		83.2			(83.2	)
Addition of noncontrolling interest																					20.7			20.7
Increase in redemption value of redeemable interest																																		(91.5	)																	(91.5	)		91.5
Acquisition of interest in subsidiary						(10.5	)														0.6			(9.9	)									(3.4	)														(1.1	)		(4.5	)
Distributions to noncontrolling and redeemable interest holders																					(25.9	)		(25.9	)		0.9																						(29.2	)		(29.2	)		(55.1	)
Balance as of May 31, 2015		754.6		75.5		1,296.7			(155.9	)		(6,055.6	)		11,990.8			(2,310.7	)		396.0			5,392.7			778.9
Balance as of May 29, 2016																														754.6		75.5		1,177.0			(157.8	)		(6,326.6	)		12,616.5			(2,612.2	)		376.9			5,307.1			845.6
Total comprehensive income (loss)															1,317.8			(104.2	)		5.5			1,219.1			(1.4	)															890.8			135.3			(7.4	)		1,018.7			(29.3	)
Cash dividends declared ($1.32 per share)															(794.6	)								(794.6	)
Cash dividends declared ($0.48 per share)																																											(575.5	)								(575.5	)
Shares purchased									(10.6	)		(601.8	)											(601.8	)												(20.5	)		(1,349.9	)											(1,349.9	)
Stock compensation plans (includes income tax benefits of $57.2)						(34.7	)		5.5			207.2												172.5
Stock compensation plans (includes income tax benefits of $59.7)																																		36.3			3.9			147.3												183.6
Unearned compensation related to restricted stock unit awards						(61.5	)																	(61.5	)									(77.3	)																	(77.3	)
Earned compensation						68.2																		68.2										56.6																		56.6
Increase in redemption value of redeemable interest						(104.3	)																	(104.3	)		104.3							(13.2	)																	(13.2	)		13.2
Distributions to noncontrolling and redeemable interest holders																					(26.6	)		(26.6	)		(55.1	)																					(24.3	)		(24.3	)		(27.8	)
Balance as of Feb. 28, 2016		754.6	$	75.5	$	1,164.4			(161.0	)	$	(6,450.2	)	$	12,514.0		$	(2,414.9	)	$	374.9		$	5,263.7		$	826.7
Balance as of Nov. 27, 2016																														754.6	$	75.5	$	1,179.4			(174.4	)	$	(7,529.2	)	$	12,931.8		$	(2,476.9	)	$	345.2		$	4,525.8		$	801.7


	Nine-Month Period Ended						Six-Month Period Ended
	Feb. 28, 2016			Feb. 22, 2015			Nov. 27, 2016			Nov. 29, 2015
Cash Flows - Operating Activities
Net earnings, including earnings attributable to redeemable and noncontrolling interests	$	1,346.4		$	1,061.6		$	915.3		$	978.7
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		441.2			443.7			301.1			292.5
After-tax earnings from joint ventures		(65.1	)		(66.2	)		(54.0	)		(48.9	)
Distributions of earnings from joint ventures		38.6			36.8			31.9			28.6
Stock-based compensation		71.7			84.5			56.2			52.7
Deferred income taxes		37.7			31.2			94.6			(32.7	)
Tax benefit on exercised options		(57.2	)		(56.6	)		(59.7	)		(44.7	)
Pension and other postretirement benefit plan contributions		(35.2	)		(35.3	)		(22.6	)		(22.7	)
Pension and other postretirement benefit plan costs		88.2			68.3			17.9			58.9
Divestitures (gain)		(200.6	)		—
Divestitures loss (gain)								13.5			(199.1	)
Restructuring, impairment, and other exit costs		83.0			275.2			71.0			89.8
Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures		206.0			(182.2	)
Changes in current assets and liabilities								(372.3	)		57.0
Other, net		(92.2	)		(99.6	)		(5.3	)		(54.1	)


Net cash provided by operating activities		1,862.5			1,561.4			987.6			1,156.0


Cash Flows - Investing Activities
Purchases of land, buildings, and equipment		(477.6	)		(490.9	)		(318.3	)		(293.5	)
Acquisitions, net of cash acquired		(84.0	)		(822.3	)
Investments in affiliates, net		63.7			(92.1	)		(7.7	)		11.7
Proceeds from disposal of land, buildings, and equipment		4.5			1.3			0.4			1.2
Proceeds from divestitures		825.8			—			17.5			822.7
Exchangeable note		19.5			—			13.0			—
Other, net		(16.8	)		(4.3	)		15.1			(19.1	)


Net cash provided (used) by investing activities		335.1			(1,408.3	)
Net cash (used) provided by investing activities								(280.0	)		523.0


Cash Flows - Financing Activities
Change in notes payable		54.8			766.4			1,164.5			(293.7	)
Issuance of long-term debt		542.9			1,274.6
Payment of long-term debt		(1,000.3	)		(395.6	)		(0.1	)		(0.3	)
Proceeds from common stock issued on exercised options		103.0			103.1			77.0			64.5
Tax benefit on exercised options		57.2			56.6			59.7			44.7
Purchases of common stock for treasury		(601.8	)		(1,161.7	)		(1,349.9	)		(549.0	)
Dividends paid		(794.6	)		(751.3	)		(575.5	)		(530.9	)
Distributions to noncontrolling and redeemable interest holders		(81.7	)		(24.0	)		(4.6	)		(77.2	)
Other, net		—			(14.6	)		—			0.1


Net cash used by financing activities		(1,720.5	)		(146.5	)		(628.9	)		(1,341.8	)


Effect of exchange rate changes on cash and cash equivalents		(28.6	)		(89.7	)		(32.7	)		(21.6	)

Increase (decrease) in cash and cash equivalents		448.5			(83.1	)
Increase in cash and cash equivalents								46.0			315.6
Cash and cash equivalents - beginning of year		334.2			867.3			763.7			334.2


Cash and cash equivalents - end of period	$	782.7		$	784.2		$	809.7		$	649.8


Cash Flow from Changes in Current Assets and Liabilities, excluding the effects of acquisitions and divestitures:
Cash Flow from changes in current assets and liabilities:
Receivables	$	(48.7	)	$	(176.4	)	$	(45.3	)	$	(109.9	)
Inventories		(89.3	)		(50.8	)		(120.7	)		(196.2	)
Prepaid expenses and other current assets		(2.6	)		(11.7	)		(2.3	)		18.6
Accounts payable		75.9			(18.9	)		(19.9	)		56.3
Other current liabilities		270.7			75.6			(184.1	)		288.2


Changes in current assets and liabilities	$	206.0		$	(182.2	)	$	(372.3	)	$	57.0

The accompanying Consolidated Financial Statements of General Mills, Inc. (we, us, our, General Mills, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations for reporting on Form10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature, including the elimination of all intercompany transactions and any noncontrolling and redeemable interests’ share of those transactions. Operating results for the quarter ~~and nine months~~ ended ~~February 28,~~November 27, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending May ~~29, 2016.~~28, 2017.

These statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual Report on Form10-K for the fiscal year ended May ~~31, 2015.~~29, 2016. The accounting policies used in preparing these Consolidated Financial Statements are the same as those described in Note 2 to the Consolidated Financial Statements in that Form10-K. Certain terms used throughout this report are defined in the “Glossary” section below.

During the second quarter of fiscal 2017, we sold our Martel, Ohio manufacturing facility in our Convenience Stores and ~~Divestiture~~Foodservice segment and simultaneously entered into aco-packing arrangement with the purchaser. We received $17.5 million in cash, and recorded apre-tax loss of $13.5 million.

During the second quarter of fiscal 2016, we sold our North American Green Giant product lines for $822.7 million in cash, and we recorded apre-tax gain of $199.1 million. We received net cash proceeds of $788.0 million after ~~transaction related~~transaction-related costs. After the divestiture, we retained a brand intangible asset on our Consolidated Balance Sheets of $30.1 million related to our continued use of theGreen Giant brand in certain markets outside of North America.

On October 21, 2014, we acquired Annie’s, Inc. (Annie’s), a publicly traded food company headquartered in Berkeley, California, for an aggregate purchase price of $821.2 million, which we funded by issuing debt. We consolidated Annie’s into our Consolidated Balance Sheets and recorded goodwill of $589.8 million, an indefinite lived intangible asset for the~~Annie’s~~ ~~brand of $244.5 million, and a finite lived customer relationship asset of $23.9 million. The pro forma effects of this acquisition were not material.~~

We are currently pursuing several multi-year restructuring initiatives designed to increase our efficiency and focus our business behind our key growth strategies. Charges related to these activities were as follows:


	Quarter Ended Feb. 28, 2016												Quarter Ended Feb. 22, 2015													Quarter Ended Nov. 27, 2016												Quarter Ended Nov. 29, 2015
In Millions	Severance			Asset Write- offs		Accelerated Depreciation		Other		Total			Severance			Asset Write- offs		Pension Related		Accelerated Depreciation		Other		Total		Severance			Asset Write- offs		Accelerated Depreciation			Other		Total		Severance		Asset Write- offs		Accelerated Depreciation		Other			Total
Closure of Melbourne, Australia plant																										$	11.3		$	—	$	0.7		$	—	$	12.0	$	—	$	—	$	—	$	—		$	—
Restructuring of certain International product lines																											4.1			2.2		(0.3	)		0.9		6.9		—		—		—		—			—
Closure of Vineland, New Jersey plant																											(0.1	)		—		7.0			0.1		7.0		—		—		—		—			—
Project Compass																											—			—		—			—		—		2.2		—		—		(0.1	)		2.1
Project Century																											0.2			5.0		5.4			5.3		15.9		25.8		10.1		21.2		23.9			81.0
Total																										$	15.5		$	7.2	$	12.8		$	6.3	$	41.8	$	28.0	$	10.1	$	21.2	$	23.8		$	83.1


																										Six-Month Period Ended Nov. 27, 2016												Six-Month Period Ended Nov. 29, 2015
In Millions																										Severance			Asset Write- offs		Accelerated Depreciation			Other		Total		Severance		Asset Write- offs		Accelerated Depreciation		Other			Total
Closure of Melbourne, Australia plant																										$	11.3		$	—	$	0.7		$	—	$	12.0	$	—	$	—	$	—	$	—		$	—
Restructuring of certain International product lines																											6.4			35.8		(0.3	)		1.4		43.3		—		—		—		—			—
Closure of Vineland, New Jersey plant																											12.3			—		14.0			1.6		27.9		—		—		—		—			—
Project Compass	$	(0.9	)	$	—	$	—	$	0.1	$	(0.8	)	$	—		$	—	$	—	$	—	$	—	$	—		—			—		0.2			0.8		1.0		47.1		—		—		6.5			53.6
Project Century		7.4			10.4		17.0		9.1		43.9			22.3			8.8		15.6		21.6		1.6		69.9		0.5			8.1		14.6			6.9		30.1		28.1		12.5		42.6		28.0			111.2
Project Catalyst		(8.9	)		—		—		—		(8.9	)		(24.4	)		11.1		6.6		—		8.0		1.3		—			—		—			—		—		0.2		—		—		—			0.2
Total	$	(2.4	)	$	10.4	$	17.0	$	9.2	$	34.2		$	(2.1	)	$	19.9	$	22.2	$	21.6	$	9.6	$	71.2	$	30.5		$	43.9	$	29.2		$	10.7	$	114.3	$	75.4	$	12.5	$	42.6	$	34.5		$	165.0

In the second quarter of fiscal 2017, we notified the employees and their representatives of our decision to close our pasta manufacturing facility in Melbourne, Australia in our International segment to improve our margin structure. This action will affect approximately 350 positions, and we expect to incur approximately $34 million of net expenses relating to this action, most of which will benon-cash. We recorded $12.0 million of restructuring charges in the second quarter of fiscal 2017 relating to this action. We expect these actions to be completed by the end of fiscal 2018.

In the first quarter of fiscal 2017, we announced a plan to restructure certain product lines in our International segment. To eliminate excess capacity, we will close our snacks manufacturing facility in Marília, Brazil and cease production operations for meals and snacks at our facility in São Bernardo do Campo, Brazil. We will also cease production of certain underperforming snack products at our facility in Nanjing, China. These and other actions, which are subject to appropriate consultation with employees and their representatives where required by law or practice, will affect approximately 420 positions in our Brazilian operations and approximately 440 positions in our Greater China operations. We expect to incur approximately $46 million of net expenses of which approximately $8 million will be cash. We recorded $6.9 million of restructuring charges in the second quarter of fiscal 2017 and $43.3 million in thesix-month period ended November 27, 2016 relating to this action. We expect these actions to be completed by the end of fiscal 2017.

In the first quarter of fiscal 2017, we approved a plan to close our Vineland, New Jersey facility to eliminate excess soup capacity in our U.S. Retail segment. This action will affect approximately 370 positions, and we expect to

incur approximately $66 million of net expenses, of which approximately $23 million will be cash. We recorded $7.0 million of restructuring charges in the second quarter of fiscal 2017 and $27.9 million in thesix-month period ended November 27, 2016 relating to this action. We expect this action to be completed by the end of fiscal 2019.

In the first quarter of fiscal 2016, we approved Project Compass, a restructuring plan designed to enable our International segment to accelerate long-term growth through increased organizational effectiveness and reduced administrative expense. In connection with this project, we expect to eliminate approximately 725 to 775 positions. We expect to incur approximately ~~$62 to $65~~$58 million of net expenses, ~~relating to this action~~all of which ~~approximately $61 million~~ will be cash. We recorded ~~$52.8~~$1.0 million of restructuring expenses in thesix-month period ended November 27, 2016 relating to this action. We recorded $2.1 million of restructuring charges in the ~~nine-month~~second quarter of fiscal 2016 and $53.6 million in thesix-month period ended ~~February 28, 2016, relating to this action.~~November 29, 2015. We expect this action to be completed by the end of fiscal 2017.

Project Century (Century) began in fiscal 2015 asand is a review of our ~~North American~~ manufacturing and distribution network to streamline operations and identify potential capacity reductions. InAs part of Century, in the second quarter of fiscal 2016, we ~~broadened~~notified the ~~scope of Project Century to identify opportunities to streamline our supply chain outside of North America. As part of the expanded project, we notified~~ employees and their representatives of our decision to close the dough and dry mix manufacturing ~~facilities~~facility in our International segment supply chain located in Berwick, United ~~Kingdom and East Tamaki, New Zealand. These actions~~Kingdom. This action will affect approximately ~~285 positions. We~~265 positions, and we expect to incur ~~total restructuring charges~~approximately $33 million of ~~approximately $47~~net expenses related to ~~$52 million relating to these actions,~~this action, of which ~~approximately $22~~$12 million will be cash. We recorded ~~$17.9~~$0.5 million of restructuring charges in the ~~third~~second quarter of fiscal ~~2016~~2017 and ~~$18.3~~$2.0 million in the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016 relating to ~~these actions.~~this action. We expect these actions to be completed by the end of fiscal ~~2017.~~

As part of Century, in the second quarter of fiscal 2016, we notified the employees and their representatives of our decision to close our pasta manufacturing facility located in East Tamaki, New Zealand in our International segment supply chain. This action affected 20 positions, and we incurred less than $1 million of net expenses related to this action, most of which was cash. We recorded $0.4 million of restructuring charges in thesix-month period ended November 29, 2015. This action was completed in fiscal 2017.

As part of Century, in the first quarter of fiscal 2016, we ~~notified the union member employees and union representatives at our West Chicago, Illinois facility of our decision~~approved a restructuring plan to close ~~this~~our cereal and dry dinner manufacturing plant in West Chicago, Illinois in our U.S. Retail segment supply chain. This action will affect approximately 500 positions, and we expect to incur approximately ~~$114~~$108 million of net expenses relating to this action, of which approximately ~~$57~~$44 million will be cash. We recorded ~~$8.2~~$5.5 million of restructuring charges in the ~~third~~second quarter of fiscal 2017 and $12.9 million in thesix-month period ended November 27, 2016 relating to this action. We recorded $64.0 million in the second quarter of fiscal 2016 and ~~$72.2 million in~~ the ~~nine-month~~six-month period ended ~~February 28, 2016,~~November 29, 2015 relating to this action. We expect this action to be completed by the end of fiscal 2019.

As part of Century, in the first quarter of fiscal 2016, we ~~notified the employees at~~approved a restructuring plan to close our snacks manufacturing facility in Joplin, Missouri ~~of our decision to close this plant~~ in our U.S. Retail segment supply chain. This action affected approximately 120 positions, and we ~~expect to incur approximately $8~~incurred $6.6 million of net expenses relating to this action, including $2.9 million in the second quarter of fiscal 2016 and $7.8 million in the six-month period ended November 29, 2015, of which less than $1 million ~~will be~~was cash. ~~We recorded $0.6 million of restructuring charges~~This action was completed in ~~the third quarter of fiscal 2016 and $8.4 million in the nine-month period ended February 28, 2016, relating to this action. We expect this action to be completed by the end of~~ fiscal 2016.

As part of Century, in the third quarter of fiscal 2015, we approved a restructuring plan to reduce our refrigerated dough capacity and exit our Midland, Ontario, Canada and New Albany, Indiana facilities, which support our U.S. Retail, International, and Convenience Stores and Foodservice supply chains. The Midland action will affect approximately 100 positions, and we expect to incur approximately $23 million of net expenses relating to this action, of which approximately $15 million will be cash. We recorded $1.3 million of restructuring charges in the nine-month period ended February 28, 2016, relating to this action. We recorded $5.7 million of restructuring charges in the third quarter of fiscal 2015 relating to this action. The New Albany action will affect approximately 400 positions, and we expect to incur approximately $84 million of net expenses relating to this action of which approximately $42 million will be cash. We recorded $7.5 million of restructuring charges in the third quarter of fiscal 2016 and $13.0 million in the nine-month period ended February 28, 2016, relating to this action. We recorded $47.4 million of restructuring charges in the third quarter of fiscal 2015 relating to this action. We expect these actions to be completed by the end of fiscal 2018.

As part of Century, in the second quarter of fiscal 2015, we approved a restructuring plan to consolidate yogurt manufacturing capacity and exit our Methuen, Massachusetts facility in our U.S. Retail segment and Convenience Stores and Foodservice segment supply chains. This action affected approximately 250 positions. We expect to incur approximately $64 million of net expenses relating to this action of which approximately $13 million will be cash. We recorded $13.8 million of restructuring charges in the nine-month period ended February 28, 2016, relating to this action. We recorded $9.2 million of restructuring charges in the third quarter of fiscal 2015 and $34.9 million in the nine-month period ended February 22, 2015. We expect this action to be completed by the end of fiscal 2016.

As part of Century, in the second quarter of fiscal 2015, we approved a restructuring plan to eliminate excess cereal and dry mix capacity and exit our Lodi, California facility in our U.S. Retail supply chain. This action affected approximately 430 positions. We expect to incur approximately $85 million of net expenses relating to this action of which approximately $20 million will be cash. We recorded $9.4 million of restructuring charges in the third quarter of fiscal 2016 and $26.4 million in the nine-month period ended February 28, 2016, relating to this action. We recorded $8.7 million of restructuring charges in the third quarter of fiscal 2015 and $53.5 million in the nine-month period ended February 22, 2015, relating to this action. We expect this action to be completed by the end of fiscal 2016.

In addition, we recorded restructuring charges of ~~$1.7~~$9.9 million in the ~~third~~second quarter ~~and nine-month period ended February 28, 2016, relating to other Century actions previously announced. We recorded $17.3~~of fiscal 2017, $13.7 million in the ~~nine-month~~second quarter of fiscal 2016, $15.2 million in thesix-month period ended ~~February 22,~~November 27, 2016, and $39.0 million in thesix-month period ended November 29, 2015 relating to other Century actions previously announced.

During the second quarter of fiscal 2015, we approved Project Catalyst, a restructuring plan to increase organizational effectiveness and reduce overhead expense. In connection with this project, we eliminated approximately 750 positions primarily in the United States. We incurred approximately $140 million of net expenses relating to these actions of which approximately $103 million will be cash. In the third quarter of fiscal 2016, we reduced the estimate of charges related to this action by $8.9 million. We recorded $1.3 million of restructuring

~~charges in the third quarter of fiscal 2015 and $146.3 million in the nine-month~~six-month period ended ~~February 22, 2015, relating to this action. These actions were largely completed in fiscal 2015.~~

During the first quarter of fiscal 2015, we approved a plan to combine certain Yoplait and General Mills operational facilities within our International segment to increase efficiencies and reduce costs. This action will affect approximately 240 positions. We expect to incur approximately $15 million of net expenses relating to this action of which approximately $12 million will be cash. We recorded $13.9 million of restructuring charges in the nine-month period ended February 22, 2015, relating to this action. We expect this action to be completed in fiscal 2017.

~~During the nine-month period ended February 28,~~November 27, 2016, we paid ~~$116.2~~$43.3 million in cash relating to restructuring initiatives.

In addition to restructuring charges, we ~~expect to incur approximately $111~~recorded $11.1 million of ~~additional project-related costs, which will be recorded in cost of sales, all of which will be cash. We recorded~~ project-related costs in cost of sales in the second quarter of ~~$10.1~~fiscal 2017 and $24.9 million in the ~~third quarter of fiscal 2016 and $39.4~~six-month period ended November 27, 2016. We paid $28.6 million in cash in the ~~nine-month~~six-month period ended ~~February 28, 2016.~~November 27, 2016 for project-related costs. We expect to incur approximately $29.5 million of project-related costs in future periods related to our restructuring initiatives.

Restructuring charges and project-related costs are recorded in our Consolidated Statements of Earnings as follows:


	Quarter Ended				Nine-Month Period Ended				Quarter Ended					Six-Month Period Ended
In Millions	Feb. 28, 2016		Feb. 22, 2015		Feb. 28, 2016		Feb. 22, 2015		Nov. 27, 2016		Nov. 29, 2015			Nov. 27, 2016		Nov. 29, 2015
Cost of sales	$	17.3	$	21.9	$	60.9	$	40.5	$	12.8	$	21.8		$	26.4	$	43.6
Restructuring, impairment, and other exit costs		16.9		49.3		138.3		277.9		29.0		61.3			87.9		121.4
Total restructuring charges		34.2		71.2		199.2		318.4		41.8		83.1			114.3		165.0

Project-related costs classified in cost of sales	$	10.1	$	2.8	$	39.4	$	3.5	$	11.1	$	16.2		$	24.9	$	29.3
													��

The roll forward of our restructuring 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 and other exit costs do not include items charged directly to expense (e.g., asset impairment charges, the gain or loss on the sale of restructured assets, and thewrite-off of spare parts) and other periodic exit costs recognized as incurred, as those items are not reflected in our restructuring and other exit cost reserves on our Consolidated Balance Sheets.


In Millions	Feb. 28, 2016			May 31, 2015			Nov. 27, 2016			May 29, 2016
Goodwill	$	8,692.4		$	8,874.9		$	8,679.1		$	8,741.2
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles		4,119.5			4,262.1			4,125.4			4,147.5
Intangible assets subject to amortization:
Franchise agreements, customer relationships, and other finite-lived intangibles		533.7			544.0			513.7			536.9
Less accumulated amortization		(143.4	)		(129.1	)		(151.7	)		(145.8	)
Intangible assets subject to amortization, net		390.3			414.9			362.0			391.1
Other intangible assets		4,509.8			4,677.0			4,487.4			4,538.6
Total	$	13,202.2		$	13,551.9		$	13,166.5		$	13,279.8

Based on the carrying value of finite-lived intangible assets as of ~~February 28,~~November 27, 2016, annual amortization expense for each of the next five fiscal years is estimated to be approximately ~~$28~~$27 million.

The changes in the carrying amount of goodwill during fiscal ~~2016~~2017 were as follows:


In Millions	U.S. Retail			International			Convenience Stores and Foodservice		Joint Ventures			Total			U.S. Retail		International			Convenience Stores and Foodservice			Joint Ventures			Total
Balance as of May 31, 2015	$	6,419.0		$	1,133.3		$	921.1	$	401.5		$	8,874.9
Acquisitions		54.1			28.6			—		—			82.7
Balance as of May 29, 2016															$	6,292.9	$	1,121.0		$	921.1		$	406.2		$	8,741.2
Divestiture		(180.2	)		(4.3	)		—		—			(184.5	)		—		—			(2.3	)		—			(2.3	)
Other activity, primarily foreign currency translation		—			(78.7	)		—		(2.0	)		(80.7	)		—		(40.8	)		—			(19.0	)		(59.8	)
Balance as of Feb. 28, 2016	$	6,292.9		$	1,078.9		$	921.1	$	399.5		$	8,692.4
Balance as of Nov. 27, 2016															$	6,292.9	$	1,080.2		$	918.8		$	387.2		$	8,679.1

The changes in the carrying amount of other intangible assets during fiscal ~~2016~~2017 were as follows:


In Millions	U.S. Retail			International			Joint Ventures		Total
Balance as of May 29, 2016	$	3,211.7		$	1,263.9		$	63.0	$	4,538.6
Other activity, primarily foreign currency translation		(1.8	)		(50.5	)		1.1		(51.2	)
Balance as of Nov. 27, 2016	$	3,209.9		$	1,213.4		$	64.1	$	4,487.4

~~During the second quarter of fiscal 2016, we changed the date of our~~Our annual goodwill and indefinite-lived intangible asset ~~impairment assessment from the first day of the third quarter to~~testing was performed on the first day of the second quarter ~~to more closely align with the timing~~ of ~~our annual long-range planning process.~~fiscal 2017. As of ~~our fiscal 2016~~the assessment date, there was no impairment of any of our goodwill or indefinite-lived intangible assets as their related fair values were substantially in excess of the carrying values, except for the ~~Mountain High~~Immaculate Baking ~~and~~~~Uncle Toby’s~~brand ~~assets.~~and the Latin America reporting unit. The excess fair value above the carrying value of ~~these~~this brand ~~assets~~asset and reporting unit is as follows:

In addition, while having significant coverage as of our fiscal 2017 assessment date, the Progresso, Green GiantandFood Should Taste Goodbrand assets had risk of decreasing coverage. We will continue to monitor these businesses for potential impairment.


In Millions	Feb. 28, 2016			May 31, 2015			Nov. 27, 2016			May 29, 2016
Raw materials and packaging	$	366.1		$	390.8		$	384.3		$	397.3
Finished goods		1,123.9			1,268.6			1,239.0			1,163.1
Grain		82.4			95.7			102.3			72.6
Excess of FIFO over LIFO cost		(222.2	)		(214.2	)		(200.1	)		(219.3	)
Total	$	1,350.2		$	1,540.9		$	1,525.5		$	1,413.7

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),non-fat dry milk, 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, andover-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 to our planned cost as possible.

We use derivatives to manage our exposure to changes in commodity prices. We do not perform the assessments required to achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded currently in cost of sales in our Consolidated Statements of Earnings.

Although we do not meet the criteria for cash flow hedge accounting, we believe that these instruments are effective in achieving our objective of providing certainty in the future price of commodities purchased for use in our supply chain. Accordingly, for purposes of measuring segment operating performance, certain 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 the resultingmark-to-market volatility, which remains in unallocated corporate items.

Unallocated corporate items for the quarters and ~~nine-month~~six-month periods ended ~~February 28,~~November 27, 2016, and ~~February 22,~~November 29, 2015 included:

As of ~~February 28,~~November 27, 2016, the net notional value of commodity derivatives was ~~$343.4~~$164.0 million, of which ~~$146.9~~$72.4 million related to energy inputs and ~~$196.5~~$91.6 million related to agricultural inputs. These contracts relate to inputs that generally will be utilized within the next 12 months.

~~During~~In advance of planned debt financing, during the third quarter of fiscal 2016 ~~in advance~~and the first quarter of ~~planned debt financing,~~fiscal 2017, we entered into ~~$400.0~~$400 million and $100 million, respectively, of treasury locks due February 15, 2017 with an average fixed rate of ~~2.1 percent due February 15, 2017.~~2.0 percent.

As of November 27, 2016, the net notional value of foreign exchange derivatives was $900.0 million.

The fair values of the derivative positions used in our risk management activities and other assets recorded at fair value were not material as of ~~February 28,~~November 27, 2016, and were Level 1 or Level 2 assets and liabilities in the fair value hierarchy. We did not significantly change our valuation techniques from prior periods.

We offer certain suppliers access to a third party service that allows them to view our scheduled payments online. The third party service also allows 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 party, or any financial institutions concerning this service. All of our accounts payable remain as obligations to our suppliers as stated in our supplier agreements. As of ~~February 28,~~November 27, 2016, ~~$508.0~~$560.2 million of our total accounts payable is payable to suppliers who utilize this third party service.


In Millions	Feb. 28, 2016		May 31, 2015		Nov. 27, 2016		May 29, 2016
U.S. commercial paper	$	334.5	$	432.0	$	1,184.9	$	—
Financial institutions		305.8		183.8		236.8		269.8
Total	$	640.3	$	615.8	$	1,421.7	$	269.8

To ensure availability of funds, we maintain bank credit lines sufficient to cover our outstanding notes payable. Commercial paper is a continuing source of short-term financing. We have commercial paper programs available to us in the United States and Europe. We also have committed, uncommitted, and asset-backed credit lines that support our foreign operations.

The following table details thefee-paid committed and uncommitted credit lines we had available as of ~~February 28,~~November 27, 2016:


In Billions	Facility Amount		Borrowed Amount		Facility Amount		Borrowed Amount
Credit facility expiring:
April 2017	$	1.7	$	—
May 2019		1.0		—
May 2021					$	2.7	$	—
June 2019		0.2		0.2		0.2		0.1
Total committed credit facilities		2.9		0.2		2.9		0.1
Uncommitted credit facilities		0.4		0.1		0.4		0.1
Total committed and uncommitted credit facilities	$	3.3	$	0.3	$	3.3	$	0.2

In ~~June 2014, our subsidiary Yoplait SAS~~fiscal 2016, we entered into a ~~€200.0 million~~ $2.7 billionfee-paid committed credit facility that is scheduled to expire in ~~June 2019.~~May 2021. Concurrent with the execution of this credit facility, we terminated our $1.7 billion and $1.0 billion credit facilities.

The credit facilities contain covenants, including a requirement to maintain a fixed charge coverage ratio of at least 2.5 times. We were in compliance with all credit facility covenants as of ~~February 28,~~November 27, 2016.

The fair values and carrying amounts of long-term debt, including the current portion, were ~~$8,539.2~~$8,347.2 million and ~~$8,127.9~~$8,049.6 million, respectively, as of ~~February 28,~~November 27, 2016. The fair value of long-term debt was estimated using market quotations and discounted cash flows based on our current incremental borrowing rates for similar types of instruments. Long-term debt is a Level 2 liability in the fair value hierarchy.

In January 2016, we issued €500.0 million principal amount of floating-rate notes due January 15, 2020. Interest on the ~~note~~notes is payable quarterly in arrears. We may redeem the notes if certain tax laws change and we would be obligated to pay additional amounts on the notes. These notes are senior unsecured obligations that include a change of control repurchase provision. The net proceeds were used to repay a portion of our maturing long-term debt.

In January 2016, we repaid $250 million of 0.875 percent fixed-rate notes and $750 million of floating-rate notes.

In April 2015, we issued €500.0 million principal amount of 1.0 percent fixed-rate notes due April 27, 2023 and €400.0 million principal amount of 1.5 percent fixed-rate notes due April 27, 2027. Interest on the notes is payable annually in arrears. We may redeem the notes in whole, or in part, at the applicable redemption price at any time. These notes are senior unsecured obligations that include a change of control repurchase provision. The net proceeds were used for general corporate purposes and to reduce our commercial paper borrowings.

In October 2014, we issued $500.0 million aggregate principal amount of 1.4 percent fixed-rate notes due October 20, 2017 and $500.0 million aggregate principal amount of 2.2 percent fixed-rate notes due October 21, 2019. Interest on the notes is payable semi-annually in arrears. We may redeem the notes in whole, or in part, at the applicable redemption price at any time. The notes are senior unsecured obligations that include a change of control repurchase provision. The net proceeds were used to fund our acquisition of Annie’s and for general corporate purposes.

In June 2014, we issued €200.0 million principal amount of 2.2 percent fixed-rate senior unsecured notes due June 24, 2021 in a private placement offering. Interest on the notes is payable semi-annually in arrears. The notes may be redeemed in whole, or in part, at our option at any time for a specific make-whole amount and include a change of control repurchase provision. The net proceeds were used to refinance existing debt.

Certain of our long-term debt agreements contain restrictive covenants. As of ~~February 28,~~November 27, 2016, we were in compliance with all of these covenants.

We have a 51 percent controlling interest in Yoplait SAS and a 50 percent interest in Yoplait Marques SNC and Liberté Marques Sàrl. Sodiaal International (Sodiaal) holds the remaining interests in each of the entities. On the acquisition date, we recorded the $904.4 million fair value of Sodiaal’s 49 percent euro-denominated interest in Yoplait SAS as a redeemable interest on our Consolidated Balance Sheets. Sodiaal has the ability to put all or a ~~limited~~ portion of its redeemable interest to us at fair value once per year, ~~through a maximum term expiring~~up to three times before December ~~2020.~~2024. We adjust the value of the redeemable interest through additionalpaid-in capital on our Consolidated Balance Sheets quarterly to the redeemable interest’s redemption value, which approximates its fair value. Yoplait SAS pays dividends annually if it meets certain financial metrics set forth in its shareholders’ agreement. As of ~~February 28,~~November 27, 2016, the redemption value of the euro-denominated redeemable interest was ~~$826.7~~$801.7 million.

A subsidiary of Yoplait SAS has ~~entered into~~ an exclusive milk supply agreement for its European operations with Sodiaal through July 1, 2021. Net purchases totaled ~~$213.5~~$123.5 million for the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016 and ~~$213.4~~$107.6 million for the ~~nine-month~~six-month period ended ~~February 22,~~November 29, 2015.

On the acquisition dates, we recorded the $281.4 million fair value of Sodiaal’s 50 percent euro-denominated interest in Yoplait Marques SNC and 50 percent Canadian dollar-denominated interest in Liberté Marques Sàrl as noncontrolling interests on our Consolidated Balance Sheets. Yoplait Marques SNC earns a royalty stream through a licensing agreement with Yoplait SAS for the rights toYoplaitand related trademarks. Liberté Marques Sàrl earns a royalty stream through licensing agreements with certain Yoplait group companies for the rights toLibertéand related trademarks. These entities pay dividends annually based on their available cash as of their fiscal year end.

The third-party holder of the Class A Interests in our General Mills Cereals, LLC (GMC) consolidated subsidiary receives 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 recentmark-to-market valuation (currently $251.5 million). The preferred return rate is adjusted every three years through a negotiated agreement with the Class A Interest holder or through a remarketing auction. On June 1, 2015, the floating preferred return rate on GMC’s Class A Interests was reset to the sum of three-month LIBOR plus 125 basis points.

Our noncontrolling interests contain restrictive covenants. As of ~~February 28,~~November 27, 2016, we were in compliance with all of these covenants.

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


																													Quarter Ended															Quarter Ended
	Quarter Ended Feb. 28, 2016													Quarter Ended Feb. 22, 2015															Nov. 27, 2016															Nov. 29, 2015
	General Mills									Noncontrolling Interests		Redeemable Interest		General Mills									Noncontrolling Interests			Redeemable Interest			General Mills									Noncontrolling Interests			Redeemable Interest			General Mills									Noncontrolling Interests			Redeemable Interest
In Millions	Pretax			Tax			Net			Net		Net		Pretax			Tax			Net			Net			Net			Pretax			Tax			Net			Net			Net			Pretax			Tax			Net			Net			Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests							$	361.7		$	1.7	$	4.3							$	343.2		$	2.1		$	8.5								$	481.8		$	6.0		$	8.0								$	529.5		$	3.9		$	10.2
Other comprehensive income (loss):
Foreign currency translation	$	(50.4	)	$	—			(50.4	)		9.5		1.0	$	(319.3	)	$	—			(319.3	)		(29.2	)		(62.8	)	$	(49.6	)	$	—			(49.6	)		(18.0	)		(38.1	)	$	(22.8	)	$	—			(22.8	)		(17.5	)		(30.0	)
Other fair value changes:
Securities		(0.3	)		0.1			(0.2	)		—		—		0.6			(0.1	)		0.5			—			—			(0.1	)		—			(0.1	)		—			—			0.1			—			0.1			—			—
Hedge derivatives		15.7			(0.2	)		15.5			—		3.5		20.3			(6.8	)		13.5			—			(2.6	)		48.5			(16.0	)		32.5			—			(0.4	)		2.1			(1.1	)		1.0			—			(0.9	)
Reclassification to earnings:
Hedge derivatives (a)		(4.7	)		0.9			(3.8	)		—		0.1		(0.8	)		0.1			(0.7	)		—			0.6			(7.0	)		0.2			(6.8	)		—			(1.0	)		(1.2	)		0.2			(1.0	)		—			0.7
Amortization of losses and prior service costs (b)		49.7			(18.7	)		31.0			—		—		44.8			(17.0	)		27.8			—			—			51.4			(19.6	)		31.8			—			—			57.7			(21.8	)		35.9			—			—
Other comprehensive income (loss)	$	10.0		$	(17.9	)		(7.9	)		9.5		4.6	$	(254.4	)	$	(23.8	)		(278.2	)		(29.2	)		(64.8	)	$	43.2		$	(35.4	)		7.8			(18.0	)		(39.5	)	$	35.9		$	(22.7	)		13.2			(17.5	)		(30.2	)
Total comprehensive income (loss)							$	353.8		$	11.2	$	8.9							$	65.0		$	(27.1	)	$	(56.3	)							$	489.6		$	(12.0	)	$	(31.5	)							$	542.7		$	(13.6	)	$	(20.0	)


	Nine-Month Period Ended															Nine-Month Period Ended															Six-Month Period Ended															Six-Month Period Ended
	Feb. 28, 2016															Feb. 22, 2015															Nov. 27, 2016															Nov. 29, 2015
	General Mills									Noncontrolling Interests			Redeemable Interest			General Mills									Noncontrolling Interests			Redeemable Interest			General Mills									Noncontrolling Interests			Redeemable Interest			General Mills									Noncontrolling Interests			Redeemable Interest
In Millions	Pretax			Tax			Net			Net			Net			Pretax			Tax			Net			Net			Net			Pretax			Tax			Net			Net			Net			Pretax			Tax			Net			Net			Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests							$	1,317.8		$	8.2		$	20.4								$	1,034.5		$	7.7		$	19.4								$	890.8		$	7.8		$	16.7								$	956.1		$	6.5		$	16.1
Other comprehensive loss:
Foreign currency translation	$	(223.1	)	$	—			(223.1	)		(2.7	)		(26.6	)	$	(601.4	)	$	—			(601.4	)		(66.8	)		(132.9	)	$	37.0		$	—			37.0			(15.2	)		(47.1	)	$	(172.7	)	$	—			(172.7	)		(12.2	)		(27.6	)
Other fair value changes:
Securities		(0.3	)		0.1			(0.2	)		—			—			1.2			(0.4	)		0.8			—			—			0.5			(0.2	)		0.3			—			—			—			—			—			—			—
Hedge derivatives		31.0			(4.4	)		26.6			—			2.8			27.4			(8.3	)		19.1			—			(3.6	)		58.7			(14.1	)		44.6			—			2.7			15.3			(4.2	)		11.1			—			(0.7	)
Reclassification to earnings:
Hedge derivatives (a)		(7.0	)		1.7			(5.3	)		—			2.0			4.0			(0.8	)		3.2			—			2.0			(8.6	)		(0.4	)		(9.0	)		—			(1.6	)		(2.3	)		0.8			(1.5	)		—			1.9
Amortization of losses and prior service costs (b)		157.1			(59.3	)		97.8			—			—			131.1			(50.3	)		80.8			—			—			100.8			(38.4	)		62.4			—			—			107.4			(40.6	)		66.8			—			—
Other comprehensive loss	$	(42.3	)	$	(61.9	)		(104.2	)		(2.7	)		(21.8	)	$	(437.7	)	$	(59.8	)		(497.5	)		(66.8	)		(134.5	)
Other comprehensive income (loss)																															$	188.4		$	(53.1	)		135.3			(15.2	)		(46.0	)	$	(52.3	)	$	(44.0	)		(96.3	)		(12.2	)		(26.4	)
Total comprehensive income (loss)							$	1,213.6		$	5.5		$	(1.4	)							$	537.0		$	(59.1	)	$	(115.1	)							$	1,026.1		$	(7.4	)	$	(29.3	)							$	859.8		$	(5.7	)	$	(10.3	)

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


In Millions	Feb. 28, 2016			May 31, 2015			Nov. 27, 2016			May 29, 2016
Foreign currency translation adjustments	$	(759.7	)	$	(536.6	)	$	(607.2	)	$	(644.2	)
Unrealized gain (loss) from:
Securities		3.5			3.7			4.1			3.8
Hedge derivatives		(7.5	)		(28.8	)		10.1			(25.5	)
Pension, other postretirement, and postemployment benefits:
Net actuarial loss		(1,664.1	)		(1,756.1	)		(1,898.0	)		(1,958.2	)
Prior service costs		12.9			7.1			14.1			11.9
Accumulated other comprehensive loss	$	(2,414.9	)	$	(2,310.7	)	$	(2,476.9	)	$	(2,612.2	)

We have various stock-based compensation programs under which awards, including stock options, restricted stock, restricted stock units, and performance awards, may be granted to employees andnon-employee directors. These programs and related accounting are described in Note 11 to the Consolidated Financial Statements included in our Annual Report on Form10-K for the fiscal year ended May ~~31, 2015.~~29, 2016.

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


	Quarter Ended				Nine-Month Period Ended				Quarter Ended				Six-Month Period Ended
In Millions	Feb. 28, 2016		Feb. 22, 2015		Feb. 28, 2016		Feb. 22, 2015		Nov. 27, 2016		Nov. 29, 2015		Nov. 27, 2016		Nov. 29, 2015
Compensation expense related to stock-based payments	$	19.1	$	25.4	$	73.4	$	93.1	$	18.6	$	21.4	$	57.6	$	54.3

Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings includes amounts recognized in restructuring, impairment, and other exit ~~costs.~~costs in fiscal 2016.

As of ~~February 28,~~November 27, 2016, unrecognized compensation expense related tonon-vested stock options, restricted stock units, and performance ~~award~~share units was ~~$109.4~~$136.7 million. This expense will be recognized over 2023 months, on average.

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


	Nine-Month Period Ended				Six-Month Period Ended
In Millions	Feb. 28, 2016		Feb. 22, 2015		Nov. 27, 2016		Nov. 29, 2015
Net cash proceeds	$	103.0	$	103.1	$	77.0	$	64.5
Intrinsic value of options exercised	$	141.7	$	121.6	$	131.9	$	102.0

We estimate the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-pricing models require us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, and dividend yield. We estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than 6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions is explained in Note 11 to the Consolidated Financial Statements included in our Annual Report on Form10-K for the fiscal year ended May ~~31, 2015.~~29, 2016.

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


	Six-Month Period Ended
	Nov. 27, 2016			Nov. 29, 2015
Estimated fair values of stock options granted	$	8.80		$	7.24
Assumptions:
Risk-free interest rate		1.7	%		2.4	%
Expected term		8.5 years			8.5 years
Expected volatility		17.8	%		17.6	%
Dividend yield		2.9	%		3.2	%


	Options Outstanding (Thousands)			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (Millions)		Options Outstanding (Thousands)			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (Millions)
Balance as of May 31, 2015		39,077.2		$	34.35
Balance as of May 29, 2016											32,401.6		$	37.09
Granted		1,930.2			55.72						2,446.0			66.52
Exercised		(4,747.6	)		28.34						(3,302.9	)		30.37
Forfeited or expired		(125.8	)		48.03						(62.4	)		58.48
Outstanding as of Feb. 28, 2016		36,134.0		$	36.23		4.27	$	822.8
Exercisable as of Feb. 28, 2016		26,102.8		$	31.85		3.01	$	708.7
Outstanding as of Nov. 27, 2016											31,482.3		$	40.04		4.57	$	710.9
Exercisable as of Nov. 27, 2016											22,465.8		$	33.63		3.15	$	644.0

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


	Equity Classified					Liability Classified					Equity Classified					Liability Classified
	Share-Settled Units (Thousands)			Weighted- Average Grant-Date Fair Value		Share-Settled Units (Thousands)			Weighted- Average Grant-Date Fair Value		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 31, 2015		6,235.6		$	46.44		237.0		$	44.84
Non-vested as of May 29, 2016												5,100.4		$	48.60		211.4		$	48.37
Granted		1,267.8			55.91		63.8			55.82		1,335.7			67.35		48.7			66.95
Vested		(2,028.6	)		47.08		(69.5	)		40.55		(1,392.5	)		39.99		(89.6	)		38.77
Forfeited		(219.2	)		48.77		(17.1	)		51.56		(160.2	)		55.50		(5.9	)		56.56
Non-vested as of Feb. 28, 2016		5,255.6		$	48.39		214.2		$	48.40
Exercisable as of Nov. 27, 2016												4,883.4		$	55.96		164.6		$	56.02

The total ~~grant-date~~grant date fair value of restricted stock unit awards that vested induring the ~~nine-month~~ period ~~ended February 28, 2016 was $98.4 million, and restricted stock units with a grant-date fair value of $84.9 million vested in the nine-month period ended February 22, 2015.~~follows:


	Quarter Ended				Nine-Month Period Ended				Quarter Ended				Six-Month Period Ended
In Millions, Except per Share Data	Feb. 28, 2016		Feb. 22, 2015		Feb. 28, 2016		Feb. 22, 2015		Nov. 27, 2016		Nov. 29, 2015		Nov. 27, 2016		Nov. 29, 2015
Net earnings attributable to General Mills	$	361.7	$	343.2	$	1,317.8	$	1,034.5	$	481.8	$	529.5	$	890.8	$	956.1


Average number of common shares - basic EPS		595.6		598.2		599.1		604.5		588.8		599.4		594.4		600.8
Incremental share effect from: (a)
Stock options		9.6		11.1		9.9		11.5		8.1		9.8		8.8		10.1
Restricted stock, restricted stock units, and other		3.3		4.5		3.2		4.3		2.8		3.2		2.8		3.2
Average number of common shares - diluted EPS		608.5		613.8		612.2		620.3		599.7		612.4		606.0		614.1

Earnings per share - basic	$	0.61	$	0.57	$	2.20	$	1.71	$	0.82	$	0.88	$	1.50	$	1.59
Earnings per share - diluted	$	0.59	$	0.56	$	2.15	$	1.67	$	0.80	$	0.87	$	1.47	$	1.56

Quarter Ended

Nine-Month
Period Ended

Quarter Ended

Six-Month
Period Ended

In Millions

Feb. 28,
2016

Feb. 22,
2015

Feb. 28,
2016

Feb. 22,
2015

Nov. 27,
2016

Nov. 29,
2015

Nov. 27,
2016

Nov. 29,
2015

Anti-dilutive stock options, restricted stock units, and performance share units

1.2

2.2

2.7

2.0

2.5

2.2

2.6


	Quarter Ended				Nine-Month Period Ended				Quarter Ended				Six-Month Period Ended
In Millions	Feb. 28, 2016		Feb. 22, 2015		Feb. 28, 2016		Feb. 22, 2015		Nov. 27, 2016		Nov. 29, 2015		Nov. 27, 2016		Nov. 29, 2015
Shares of common stock ~~(a)~~		1.1		3.7		10.6		22.3		14.9		6.8		20.5		9.5
Aggregate purchase price	$	64.5	$	192.9	$	601.8	$	1,161.7	$	950.2	$	385.2	$	1,349.9	$	537.3

During the second quarter of fiscal 2016, we entered into an ~~ASR~~accelerated share repurchase (ASR) agreement with an unrelated third party financial institution to repurchase an aggregate of $225.0 million of our outstanding common stock. Under the ASR agreement, we paid $225.0 million to the financial institution and received 3.7 million shares of common stock with a fair value of $213.3 million during the second quarter of fiscal 2016. We ~~received~~recorded an additional 0.2 million shares of common stock upon the completion of the ASR agreement ~~during~~in the third quarter of fiscal 2016. ~~As of November 29, 2015, we~~We recorded this transaction as an increase in treasury stock of $213.3 million, and recorded the remaining $11.7 million as a decrease to additional ~~paid in~~paid-in capital on our Consolidated Balance ~~Sheets.~~Sheets as of November 29, 2015. Upon completion of the

ASR agreement, ~~in the third quarter of fiscal 2016,~~ we reclassified the $11.7 million to treasury stock from additionalpaid-in capital on our Consolidated Balance Sheets.


	Nine-Month Period Ended				Six-Month Period Ended
In Millions	Feb. 28, 2016		Feb. 22, 2015		Nov. 27, 2016		Nov. 29, 2015
Net cash interest payments	$	269.6	$	278.5	$	141.9	$	145.1
Net income tax payments	$	421.1	$	449.8	$	290.8	$	346.9

Beginning in fiscal 2017, we changed the method used to estimate the service and interest cost components of the net periodic benefit expense for our U.S. and most of our international defined benefit pension, other postretirement benefit and postemployment benefit plans. We adopted a full yield curve approach to estimate service cost and interest cost by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected cash flows. This method provides a more precise measurement of service and interest costs by correlating the timing of the plans’ liability cash flows to the corresponding rate on the yield curve. Previously, we estimated service cost and interest cost using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. This change does not affect the measurement of our benefit obligations related to these plans. We have accounted for this change prospectively as a change in accounting estimate beginning in the first quarter of fiscal 2017. The change in methodology resulted in a decrease in service and interest cost of approximately $17 million in the three months ended November 27, 2016 and approximately $34 million in thesix-month period ended November 27, 2016 compared to what our costs would have been under the previous method. We expect this change to result in a reduction in our service and interest cost of approximately $68 million for fiscal 2017 compared to our previous methodology. The fiscal 2017 reduction in our net periodic benefit expense as a result of this change in methodology is partially offset by a reduction in our weighted-average expected rate of return on plan assets for our principal defined benefit pension and other postretirement plans in the United States to 8.25 percent as a result of asset changes that decreased investment risk in the portfolio.


	Defined Benefit Pension Plans						Other Postretirement Benefit Plans						Postemployment Benefit Plans
	Quarter Ended						Quarter Ended						Quarter Ended
In Millions	Nov. 27, 2016			Nov. 29, 2015			Nov. 27, 2016			Nov. 29, 2015			Nov. 27, 2016		Nov. 29, 2015
Service cost	$	30.0		$	33.7		$	3.1		$	4.7		$	2.2	$	1.9
Interest cost		54.1			67.0			7.9			11.0			0.7		1.0
Expected return on plan assets		(121.7	)		(124.3	)		(12.1	)		(11.5	)		—		—
Amortization of losses		47.6			47.3			0.7			1.6			0.5		0.2
Amortization of prior service costs (credits)		0.6			1.2			(1.3	)		(1.3	)		0.1		0.6
Other adjustments		2.1			5.0			1.3			2.4			3.4		3.3
Settlement or curtailment losses		2.9			11.3			0.7			0.2			—		—
Net expense	$	15.6		$	41.2		$	0.3		$	7.1		$	6.9	$	7.0


	Defined Benefit Pension Plans						Other Postretirement Benefit Plans						Postemployment Benefit Plans
	Six-Month Period Ended						Six-Month Period Ended						Six-Month Period Ended
In Millions	Nov. 27, 2016			Nov. 29, 2015			Nov. 27, 2016			Nov. 29, 2015			Nov. 27, 2016		Nov. 29, 2015
Service cost	$	60.0		$	67.4		$	6.2		$	9.5		$	4.4	$	3.8
Interest cost		108.3			134.0			16.0			22.0			1.4		2.0
Expected return on plan assets		(243.5	)		(248.6	)		(24.2	)		(23.1	)		—		—
Amortization of losses		95.0			94.7			1.3			3.3			0.9		0.4
Amortization of prior service costs (credits)		1.2			2.4			(2.6	)		(2.7	)		0.3		1.2
Other adjustments		2.1			5.0			1.3			2.4			6.8		6.5
Settlement or curtailment losses		4.4			11.3			0.7			0.2			—		—
Net expense (income)	$	27.5		$	66.2		$	(1.3	)	$	11.6		$	13.8	$	13.9

We operate in the consumer foods industry. We have three operating segments by type of customer and geographic region as follows: U.S. Retail; International; and Convenience Stores and Foodservice.

Our U.S. Retail segment reflects business with a wide variety of grocery stores, mass merchandisers, membership stores, natural food chains, ~~and~~ drug, dollar and discount chains, ande-commerce grocery providers operating throughout the United States. Our product categories in this business segment areready-to-eat cereals, refrigerated yogurt, soup, meal kits, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, grain, fruit and savory snacks, and a wide variety of organic products including meal kits, granola bars, and cereal.

Our International segment consists of retail and foodservice businesses outside of the United States. Our product categories includeready-to-eat cereals, shelf stable and frozen vegetables, meal kits, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza snacks, refrigerated yogurt, grain and fruit snacks, and super-premium ice cream and frozen desserts. 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 and franchise fees are reported in the region or country where the end customer is located.

In our Convenience Stores and Foodservice segment, our major product categories areready-to-eat cereals, snacks, refrigerated yogurt, frozen meals, unbaked and fully baked frozen dough products, and baking ~~mixes, and flour.~~mixes. 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, convenience stores, vending, and supermarket ~~bakeries. Substantially all of this segment’s operations are located~~bakeries in the United States.

Operating profit for these segments excludes unallocated corporate items, gain or loss on a divestitures, and restructuring, impairment, and other exit costs. Unallocated corporate items include corporate overhead expenses, variances to planned domestic employee benefits and incentives, contributions to the General Mills Foundation, asset and liability remeasurement impact of hyperinflationary economies, restructuring initiative project-related costs, 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 frommark-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.


	Quarter Ended					Nine-Month Period Ended					Quarter Ended					Six-Month Period Ended
In Millions	Feb. 28, 2016			Feb. 22, 2015		Feb. 28, 2016			Feb. 22, 2015		Nov. 27, 2016		Nov. 29, 2015			Nov. 27, 2016		Nov. 29, 2015
Net sales:
U.S. Retail	$	2,476.8		$	2,651.9	$	7,769.9		$	7,957.8	$	2,521.3	$	2,761.9		$	4,853.1	$	5,293.1
International		1,071.9			1,233.9		3,428.1			3,906.1		1,103.3		1,157.2			2,233.1		2,356.2
Convenience Stores and Foodservice		453.7			465.1		1,437.2			1,467.6		487.5		505.8			933.8		983.5

Total	$	4,002.4		$	4,350.9	$	12,635.2		$	13,331.5	$	4,112.1	$	4,424.9		$	8,020.0	$	8,632.8

Operating profit:
U.S. Retail	$	518.4		$	520.8	$	1,748.5		$	1,594.1	$	615.4	$	600.4		$	1,209.8	$	1,230.1
International		70.4			108.4		323.6			388.7		105.9		136.2			205.9		253.2
Convenience Stores and Foodservice		90.6			69.0		273.2			252.5		109.1		102.8			201.8		182.6

Total segment operating profit		679.4			698.2		2,345.3			2,235.3		830.4		839.4			1,617.5		1,665.9
Unallocated corporate items		77.7			111.7		232.3			303.7		19.0		71.5			101.4		154.6
Divestitures (gain)		(1.5	)		—		(200.6	)		—
Divestitures loss (gain)												13.5		(199.1	)		13.5		(199.1	)
Restructuring, impairment, and other exit costs		16.9			49.3		138.3			277.9		29.0		61.3			87.9		121.4

Operating profit	$	586.3		$	537.2	$	2,175.3		$	1,653.7	$	768.9	$	905.7		$	1,414.7	$	1,589.0

In the first quarter of fiscal ~~2015,~~2017, we adopted new accounting requirements onfor the ~~financial statement~~ presentation of ~~unrecognized tax benefits when~~certain investments using the net asset value, providing a ~~net operating loss, a similar tax loss, or a tax credit carryforward exists.~~practical expedient to exclude such investments from categorization within the fair value hierarchy and separate disclosure. The adoption of this guidance did not ~~have an~~ impact on our results of operations or financial position.

In the first quarter of fiscal ~~2016,~~2017, we ~~elected to adopt~~adopted new accounting requirements ~~for~~which permit reporting entities with a fiscalyear-end that does not coincide with amonth-end to apply a practical expedient that permits the ~~classification of debt issuance costs presented in~~entity to measure defined benefit plan assets and obligations using the ~~balance sheet as a direct reduction from~~month-end that is closest to the ~~carrying amount of the debt liability. This presentation change has been implemented retroactively.~~entity’s fiscalyear-end

and apply such practical expedient consistently to all plans. The adoption of this guidance ~~did~~is not expected to have a material impact on our results of operations or financial position.

~~On March 16, 2016,~~Subsequent to the end of our second quarter, we ~~sold~~approved restructuring actions designed to better align our ~~General Mills de Venezuela CA subsidiary~~organizational structure with our strategic initiatives. In connection with these actions, we expect to aeliminate approximately 400 to 600 positions globally, subject to consultation with employees and employee representatives in locations as required. In the third ~~party and exited our business in Venezuela. As a result~~quarter of ~~this transaction,~~fiscal 2017, we expect to record ~~a loss on the sale~~totalpre-tax restructuring charges of approximately ~~$35~~$60 to $90 million, ~~pre-tax~~reflecting primarilyone-time, cash employee severance expenses. These restructuring actions are expected to be completed by the end of fiscal 2018. We expect to generate $70 to $90 million in savings in connection with these actions by the end of fiscal 2018. In addition, we are currently assessing the impact of these organizational structure changes on our reporting segments and expect to begin reporting in modified segments in the ~~fourth~~third quarter of fiscal ~~2016.~~2017.

Item 2.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the MD&A included in our Annual Report on Form10-K for the fiscal year ended May ~~31, 2015~~29, 2016 for important background regarding, among other things, our key business drivers. Significant trademarks and service marks used in our business are set forth initalicsherein. Certain terms used throughout this report are defined in the “Glossary” section below.

~~For~~In the ~~third~~second quarter of fiscal 2017, operating results reflected challenging net sales performance. However, we continued progress against our cost savings and margin expansion initiatives. The net sales decline of 7 percent was driven by volume reductions in the U.S. Retail and International segments, including the impact of the divestiture of our North American Green Giant product lines (Green Giant), which were partially offset by positive net price realization and mix. Operating profit margin of 18.7 percent was down 180 basis points fromyear-ago levels primarily driven by a gain from the Green Giant divestiture in fiscal 2016. Adjusted operating profit margin increased 160 basis points to 19.6 percent, driven by the impact of cost savings and spending optimization initiatives. Diluted earnings per share of $0.80 declined 8 percent compared to the second quarter of fiscal 2016 ~~net sales declined 8 percent to $4,002 million and decreased 4 percent on a constant-currency basis, compared to~~which included the ~~same period last year. Total segment operating profit was $679 million, 3 percent lower than~~gain from the third quarter of fiscal 2015 and 1 percent lower on a constant-currency basis. Net earnings attributable to General Mills were $362 million in the third quarter of fiscal 2016, up 5 percent from $343 million last year, andGreen Giant divestiture. Adjusted diluted earnings per share, (EPS) of $0.59 in the third quarter of fiscal 2016 were up 5 percent from $0.56 last year. These results include the mark-to-market valuation of certain commodity positions and grain inventories, restructuring charges, project-related costs, Annie’s integration costs, and the impact of asset and liability remeasurement for Venezuela. Diluted EPS excluding these items affecting comparability totaled $0.65 in the third quarter of fiscal 2016, down 7 percent from $0.70 in the same period last year. Diluted EPS excludingwhich excludes certain items affecting comparability, ~~on a constant-currency basis decreased 6~~increased 4 percent to $0.85 compared to the ~~third~~second quarter ~~of fiscal 2015~~last year (see the ~~“Non-GAAP~~“Non-GAAP Measures” section below for a description of our use of ~~these~~ measures not defined by GAAP).

~~Net sales~~ ~~declined 8 percent to $4,002 million~~A summary of our consolidated financial results for the ~~third~~second quarter of fiscal ~~2016 compared to $4,351 million~~2017 follows:

Cost of sales ~~growth in the third quarter of fiscal 2016 included a 3 percent decrease~~decreased $292 million from ~~the impact of the divestiture of the North America Green Giant product lines (Green Giant) in~~ the second quarter of fiscal ~~2016.~~

~~Cost of sales~~~~decreased $330 million from the third quarter of fiscal 2015~~2016 to ~~$2,645~~$2,593 million. The decrease included a ~~$138~~$269 million decrease attributable to lower volume and a ~~$154~~$12 million ~~decrease~~increase attributable to product rate and mix. The impact from both volume and product rate and mix included the effects of the divestiture of Green Giant. We recorded a $7$29 million net ~~increase~~decrease in cost of sales related to themark-to-market valuation of certain commodity positions and grain inventories in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to a net ~~increase~~decrease of ~~$44~~$8 million in the ~~third~~second quarter of fiscal ~~2015.~~2016. We recorded ~~$17~~$13 million of restructuring charges in cost of sales in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to $22 million in the same period last year. We also recorded ~~$10~~$11 million of restructuring initiative project-related costs in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to $3$16 million in the same period last ~~year. (Please~~year (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report). ~~In addition, we recorded a $3 million foreign exchange loss related to the Venezuela currency devaluation in the third quarter of fiscal 2015.~~

Selling, general, and administrative (SG&A) expensesdecreased ~~$33~~$65 million to ~~$756~~$708 million in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to the same period in fiscal ~~2015.~~2016. The decrease in SG&A expenses primarily reflects a 6

20 percentage point decrease in media and advertising expense and savings from Project ~~Catalyst~~Compass and our other cost management initiatives. We also recorded $4 million of integration costs resulting from the acquisition of Annie’s and a $4 million foreign exchange loss related to the Venezuela currency devaluation in the third quarter of fiscal 2015. SG&A expenses as a percent of net sales in the ~~third~~second quarter of fiscal ~~2016 increased 80~~2017 decreased 24 basis points compared with the ~~third~~second quarter of fiscal ~~2015.~~2016.

Divestiture loss totaled $14 million from the sale of our Martel, Ohio manufacturing facility during the second quarter of fiscal 2017. Divestiture gain totaled $199 million from the sale of our Green Giant product lines during the second quarter of fiscal 2016.

Restructuring, impairment, and other exit coststotaled ~~$17~~$29 million in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to ~~$49~~$61 million in the same period last year.

Total charges associated with our current restructuring initiatives ~~recognized in the third quarter of fiscal 2016 consisted of the following:~~were as follows:

For further information on these restructuring initiatives, please refer to Note 3 to the Consolidated Financial Statements in Part 1, Item 1 of this report.

Interest, netfor the ~~third~~second quarter of fiscal ~~2016~~2017 totaled ~~$77~~$76 million, ~~down $3~~up $2 million from fiscal ~~2015,~~2016, driven primarily by higher rates, partially offset by lower average debt balances ~~partially offset by~~and changes in the mix of debt.

Theeffective tax rate for the ~~third~~second quarter of fiscal 2017 was 32.8 percent compared to 37.4 percent for the second quarter of fiscal 2016. The 4.6 percentage point decrease was primarily related to significantnon-deductible expenses related to the Green Giant divestiture in the second quarter of fiscal 2016. Our effective tax rate excluding certain items affecting comparability was 32.4 percent in the second quarter of fiscal 2017 compared to 32.3 percent in the second quarter of fiscal 2016 ~~was 31.0 percent compared to 25.5 percent~~(see the“Non-GAAP Measures” section below for ~~the third quarter~~a description of ~~fiscal 2015. The 5.5 percentage point increase was primarily due to less favorable impacts~~our use of ~~U.S. federal legislation passed during the third quarter of fiscal 2016 and changes in earnings mix~~measures not defined by ~~country.~~GAAP).

After-tax earnings from joint venturesfor the ~~third~~second quarter ~~ended February 28, 2016,~~of fiscal 2017 increased to ~~$16~~$30 million compared to ~~$13~~$23 million in the same ~~period~~quarter last fiscal year, primarily driven by volume growth and lower SG&A expenses for Cereal Partners Worldwide (CPW) and volume growth and lower input costs forHäagen-Dazs Japan, Inc. (HDJ). On a constant-currency basis,after-tax earnings from joint ventures increased ~~19 percent.~~27 percent (see the“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The change in net sales for each joint venture is set forth in the following table:

Quarter Ended Nov. 27, 2016

Percentage Change in
Joint Venture

Net Sales

as Reported

Impact of Foreign
Currency
Exchange

Percentage Change��in
Joint Venture
Net Sales on Constant-
Currency Basis

CPW

(1)%

(4) pts

HDJ

40 %

19 pts

21%

Joint Ventures

6 %

(1) pts

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

Average diluted shares outstandingdecreased by 13 million in the second quarter of fiscal 2017 from the same period a year ago due to the impact of share repurchases, partially offset by option exercises.

In thesix-month period ended November 27, 2016, operating results reflected challenging net sales performance. However, we continued progress against our cost savings and margin expansion initiatives. The 7 percent decline in net sales was driven by volume reductions in the U.S. Retail and International segments, including the impact of the divestiture of Green Giant, which were partially offset by positive net price realization and mix. Operating profit margin of 17.6 percent was down 80 basis points fromyear-ago levels primarily driven by a gain from the Green Giant divestiture in fiscal 2016. In thesix-month period ended November 27, 2016, we made good progress toward our fiscal 2017 adjusted operating profit margin goal of 18.3 percent with an increase of 120 basis points over the same period in the prior year to 19.4 percent, driven by the impact of cost savings and spending optimization initiatives. For thesix-month period ended November 27, 2016, diluted earnings per share of $1.47 declined 6 percent compared to the same period in fiscal 2016 which included the gain from the Green Giant divestiture. Adjusted diluted earnings per share, which excludes certain items affecting comparability, on a constant-currency basis for thesix-month period ended November 27, 2016, increased 2 percent compared to the same period of fiscal 2016 (see the“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

A summary of our consolidated financial results for the six-month period ended November 27, 2016 follows.

The 7 percent decline in net sales primarily reflected lower organic net sales and the Green Giant divestiture in fiscal 2016.

Organic net sales declined 4 percent driven by volume declines in the U.S. Retail and International segments, which were partially offset by positive net price realization and mix. To improve comparability of results from period to

period, organic net sales exclude the impacts of foreign currency exchange rate fluctuations, as well as acquisitions, divestitures, and a 53^rd week of results, when applicable.

~~Average diluted shares outstanding~~~~decreased by 5 million in the third quarter of fiscal 2016 from the same period a year ago due to the impact of share repurchases, partially offset by option exercises.~~

For the nine-month period ended February 28, 2016, net sales declined 5 percent to $12,635 million and decreased 1 percent on a constant-currency basis, compared to the same period last year. Total segment operating profit was $2,345 million, 5 percent higher than the nine-month period ended February 22, 2015 and 8 percent higher on a constant-currency basis. Net earnings attributable to General Mills were $1,318 million in the nine-month period ended February 28, 2016, up 27 percent from $1,034 million last year, and diluted EPS of $2.15 were up 29 percent compared to the nine-month period ended February 22, 2015. These results include a gain from divestitures, restructuring charges, project-related costs, the mark-to-market valuation of certain commodity positions and grain inventories, Annie’s integration costs, and the impact of asset and liability remeasurement for Venezuela. Diluted EPS excluding these items affecting comparability was $2.26 in the nine-month period ended February 28, 2016, up 7 percent compared to $2.11 in the same period last year. Diluted EPS excluding certain items affecting comparability on a constant-currency basis increased 10 percent compared to the nine-month period ended February 22, 2015 (see the “Non-GAAP Measures” section below for our use of these measures not defined by GAAP).

~~Net sales~~of $12,635 million for the nine-month period ended February 28, 2016 declined 5 percent compared to $13,332 million in the same period last year. Components of net sales growth are shown in the following table:

Net sales growth for the nine-month period included a 1 percent decrease from the net impact of the Green Giant divestiture and the acquisition of Annie’s Inc. (Annie’s) in the second quarter of fiscal 2015.

Cost of salesdecreased ~~$716~~$454 million from the ~~nine-month~~six-month period ended ~~February 22,~~November 29, 2015, to ~~$8,182~~$5,084 million. The decrease included a ~~$197~~$482 million decrease attributable to lower volume and a ~~$471~~$52 million ~~decrease~~increase attributable to product rate and mix. The impact from both volume and product rate and mix included the ~~net~~ effects of the divestiture of Green ~~Giant and Annie’s acquisition.~~Giant. We recorded ~~$61~~$26 million of restructuring charges in cost of sales in the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016, compared to ~~$40~~$44 million in the same period last year. We also recorded ~~$39~~$25 million of restructuring initiative project-related costs in the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016 compared to $4$29 million in the same period last ~~year. (Please~~year (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report). We recorded a $3$12 million net decrease in cost of sales related to themark-to-market valuation of certain commodity positions and grain inventories in the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016, compared to a net ~~increase~~decrease of ~~$98~~$10 million in the ~~nine-month~~six-month period ended ~~February 22,~~November 29, 2015. We

~~also recorded a $3 million foreign exchange loss related to the Venezuela currency devaluation in the nine-month period ended February 22, 2015.~~

SG&A expensesdecreased ~~$162~~$164 million to ~~$2,340~~$1,420 million in the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016, compared to the same period in fiscal ~~2015.~~2016. The decrease in SG&A expenses primarily reflects ~~savings from Project Catalyst and other cost management initiatives, and~~ a 922 percentage point decrease in media and advertising ~~expense. We also recorded $8 million of integration costs resulting from the acquisition of Annie’s~~expense and ~~a $4 million foreign exchange loss related to the Venezuela currency devaluation in the nine-month period ended February 22, 2015.~~cost management initiatives. SG&A expenses as a percent of net sales in the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016 decreased 3064 basis points compared with the same period of fiscal ~~2015.~~2016.

~~Divestitures gain~~Divestiture losstotaled ~~$201~~$14 million ~~primarily~~ from the sale of our Martel, Ohio manufacturing facility during the second quarter of fiscal 2017. Divestiture gain totaled $199 million from the sale of our Green Giant product lines during the ~~nine-month period ended February 28,~~second quarter of fiscal 2016.

Restructuring, impairment, and other exit costs totaled ~~$138~~$88 million in the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016 compared to ~~$278~~$121 million in the same period last year.

Total charges associated with our restructuring initiatives consisted of the following:

For further information on these restructuring initiatives, please refer to Note 3 to the Consolidated Financial Statements in Part 1, Item 1 of this report.

Interest, netfor the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016, totaled ~~$226~~$149 million, ~~down $9 million from~~flat to the same period of fiscal ~~2015, driven primarily by lower average debt balances.~~2016.

Theeffective tax ratefor the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016, was ~~34.3~~31.9 percent compared to ~~29.8~~35.4 percent for the ~~nine-month~~six-month period ended ~~February 22,~~November 29, 2015. The ~~4.5~~3.5 percentage point ~~increase~~decrease was primarily due to significantnon-deductible expenses related to the Green Giant divestiture in the second quarter of fiscal 2016. Our effective tax rate excluding certain items affecting comparability was 31.9 percent for thesix-month period ended November 27, 2016 ~~and changes~~compared to 32.3 percent in ~~earnings mix~~thesix-month period ended November 29, 2015 (see the“Non-GAAP Measures” section below for a description of our use of measures not defined by ~~country.~~GAAP).

After-tax earnings from joint ventures for the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016, ~~of $65~~increased to $54 million ~~essentially matched~~compared to $49 million in the same period ~~last~~year in fiscal ~~year.~~2016, primarily driven by lower input costs and favorable foreign currency exchange for HDJ. On a constant-currency basis,after-tax earnings from joint ventures increased 8 ~~percent.~~percent (see the“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The change in net sales for each joint venture is set forth in the following table:


	Nine-Month Period Ended Feb. 28, 2016									Six-Month Period Ended Nov. 27, 2016
	Percentage Change in Joint Venture Net Sales as Reported			Impact of Foreign Currency Exchange			Percentage Change in Joint Venture Net Sales on Constant- Currency Basis			Percentage Change in Joint Venture Net Sales as Reported		Impact of Foreign Currency Exchange		Percentage Change in Joint Venture Net Sales on Constant- Currency Basis
CPW		(15	)%		(14	) pts		(1	)%		(3)%		(5) pts		2%
HDJ		(3	)		(9	)		6			30%		19 pts		11%
Joint Ventures		(13	)%		(13	) pts		Flat			3%		(1) pts		4%

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

Average diluted shares outstandingdecreased by 8 million in the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016, compared to the same period a year ago due to the impact of share repurchases, partially offset by option exercises.

Our businesses are organized into three operating segments: U.S. Retail; International; and Convenience Stores and Foodservice.

The decrease in U.S. Retail net sales for the ~~U.S. Retail segment were $2,477 million for the~~ quarter andsix-month periods ended ~~February 28,~~November 27, 2016 ~~7 percent lower than $2,652 million~~was driven by declines in the ~~same period last year. Net sales for the segment were $7,770 million for the nine-month period ended February 28, 2016, 2 percent lower than $7,958 million~~Meals, Yogurt, Baking and Cereal operating units, partially offset by growth in the ~~same period last year.~~ Snacks operating unit. The decline in net sales also includes the impact of the Green Giant divestiture from the Meals operating unit in fiscal 2016.

The components of U.S. Retail organic net sales growth are shown in the following table:

The impact of the Green Giant divestiture decreased net sales growth by 5 percentage points in the third quarter of fiscal 2016. The net impact of the Green Giant divestiture and Annie’s acquisition decreased net sales growth by 1 percentage point in the nine-month period ended February 28, 2016.

~~U.S. Retail net sales percentage change by operating unit are shown in the following table:~~

Segment operating profit of $518 million in the third quarter of fiscal 2016 essentially matched the same period last year, primarily driven by lower volume, offset by cost savings from Project Catalyst and other cost management initiatives.

Segment operating profit increased 10 percent to $1,748 million in the nine-month period ended February 28, 2016, compared to the same period of fiscal 2015. The increase was primarily driven by cost savings from Project Catalyst and other cost management initiatives, a decrease in media and advertising expenses, and lower supply chain costs, partially offset by the net impact of the Green Giant divestiture and Annie’s acquisition.

Net sales for the International segment were $1,072 million for the quarter ended February 28, 2016, 13 percent lower than $1,234 million in the same period last year. Net sales for the segment were $3,428 million for the nine-month period ended February 28, 2016, 12 percent lower than $3,906 million in the same period last year. The components of International net sales growth are shown in the following table:

The decrease in U.S. Retail contributions from organic volume growth for the quarter andsix-month periods ended November 27, 2016 reflect the impact of ~~the Green Giant divestiture decreased net sales growth by 2 percentage points~~reduced marketing and trade support and increased competition in ~~the third quarter of fiscal 2016 and decreased net sales growth by 1 percentage point in the nine-month period ended February 28, 2016.~~key categories.

~~International segment~~U.S. Retail net sales percentage change by ~~region~~operating unit are shown in the following ~~tables:~~table:

Segment operating profit ~~decreased 35~~grew 2 percent to ~~$70~~$615 million in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to ~~$108~~$600 million in the same period of fiscal ~~2015,~~2016, primarily driven by ~~unfavorable foreign currency exchange, the impact of the Green Giant divestiture,~~benefits from cost savings initiatives and ~~higher input costs. International segment operating profit decreased 24 percent on~~ a ~~constant-currency basis~~decrease in ~~the third quarter of fiscal 2016 compared to the third quarter of fiscal 2015 (see the “Non-GAAP Measures” section below for our use of this measure).~~media and advertising expense.

Segment operating profit decreased 172 percent to ~~$324~~$1,210 million in the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016 compared to ~~$389 million in~~ the same period of fiscal ~~2015,~~2016, primarily driven by ~~unfavorable foreign currency exchange, an increase in SG&A expenses,~~volume declines and the impact of the Green Giant divestiture, partially offset by ~~favorable net price realization. International segment operating profit for the nine-month period ended February 28, 2016, decreased 1 percent on~~ a ~~constant-currency basis compared to the same period of fiscal 2015 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).~~decrease in SG&A expenses, including cost savings initiatives and a decrease in media and advertising expense.

The 5 percent decline in International net sales for the ~~Convenience Stores and Foodservice segment were $454 million for the~~second quarter ~~ended February 28, 2016, 2 percent lower than $465 million~~of fiscal 2017 was driven by declines in the ~~same period last year. Net~~Canada, Europe, and Asia/Pacific regions, partially offset by an increase in the Latin America region. These results included unfavorable foreign exchange and the divestitures of Green Giant in the Canada region, and our Venezuela subsidiary and Argentina foodservice business in the Latin America region in fiscal 2016.

The 5 percent decline in International net sales for the ~~segment were $1,437 million for the nine-month~~six-month period ended ~~February 28,~~November 27, 2016 ~~2 percent lower than $1,468 million in~~was driven by declines across all regions. These results included the ~~same period last year.~~ impacts of unfavorable foreign exchange and fiscal 2016 divestitures.

The components of ~~Convenience Stores and Foodservice~~International organic net sales growth are shown in the following table:

The decrease in International contributions from organic volume growth for the quarter andsix-month periods ended November 27, 2016 primarily reflect the impact of declines in Europe and Canada.

International net sales percentage change by region are shown in the following tables:

Segment operating profit decreased 22 percent to $106 million in the second quarter of fiscal 2017 compared to $136 million in the same period of fiscal 2016. Segment operating profit decreased 19 percent to $206 million in thesix-month period ended November 27, 2016, compared to $253 million in the same period of fiscal 2016. These results were primarily driven by currency-driven inflation on imported products in certain markets and the impact of the Green Giant divestiture. International segment operating profit decreased 18 percent on a constant-currency basis in the second quarter of fiscal 2017 compared to the second quarter of fiscal 2016. International segment operating

profit for thesix-month period ended November 27, 2016, decreased 15 percent on a constant-currency basis compared to the same period of fiscal 2016 (see the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

The 4 percent decline in Convenience Stores and Foodservice net sales in the second quarter of fiscal 2017 was driven by market index pricing on bakery flour, partially offset by an increase in the Focus 6 platforms.

The 5 percent decline in Convenience Stores and Foodservice net sales in thesix-month period ended November 27, 2016 was driven by market index pricing on bakery flour and lower volume, partially offset by an increase in the Focus 6 platforms.

The components of Convenience Stores and Foodservice organic net sales growth are shown in the following table:

Segment operating profit increased 316 percent to ~~$91~~$109 million in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to ~~$69~~$103 million in the second quarter of fiscal 2016. These results were primarily driven by cost savings initiatives, lower input costs, and higher grain merchandising earnings.

Segment operating profit increased by 11 percent to $202 million for thesix-month period ended November 27, 2016 from $183 million in the same period ~~of fiscal 2015,~~last year. These results were primarily driven by cost savings initiatives, lower input costs, and higher grain ~~merchandising earnings, favorable product mix, and cost savings from Project Catalyst and other cost management initiatives.~~

Segment operating profit increased 8 percent to $273 million for the nine-month period ended February 28, 2016 compared to the same period in fiscal 2015, primarily driven by favorable product mix and cost savings from Project Catalyst and other cost management initiatives, partially offset by lower grain merchandisingmerchandise earnings.

Unallocated corporate expense totaled ~~$78~~$19 million in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to ~~$112~~$72 million in the same period in fiscal ~~2015.~~2016. In the ~~third~~second quarter of fiscal ~~2016,~~2017, we recorded ~~$17~~$13 million of restructuring charges and ~~$10~~$11 million of restructuring initiative project-related costs in cost of sales compared to $22 million of restructuring charges and $16 million of restructuring initiative project-related costs in cost of sales in the same period last year. In addition, we recorded a $29 million net decrease in expense related to themark-to-market

valuation of certain commodity positions and grain inventories in the second quarter of fiscal 2017 compared to an $8 million net decrease in expense in the same period last year.

Unallocated corporate expense totaled $101 million in thesix-month period ended November 27, 2016, compared to $155 million in the same period last year. In thesix-month period ended November 27, 2016, we recorded $26 million of restructuring charges and $25 million of restructuring initiative project-related costs compared to ~~$22~~$44 million of restructuring charges and $3$29 million of restructuring initiative project-related costs in the same period last year. In addition, we recorded a $7$12 million net ~~increase~~decrease in expense related to themark-to-market valuation of certain commodity positions and grain inventories in the ~~third quarter of fiscal~~six-month period ended November 27, 2016, compared to a ~~$44~~$10 million net increase in expense in the same period last year. We also recorded a $7 million foreign exchange loss related to the remeasurement of assets and liabilities of our Venezuelan subsidiary and $4 million of integration costs resulting from the acquisition of Annie’s in the third quarter of fiscal 2015.

Unallocated corporate expense totaled $232 million in the nine-month period ended February 28, 2016, compared to $304 million in the same period last year. In the nine-month period ended February 28, 2016, we recorded $61 million of restructuring charges and $39 million of restructuring initiative project-related costs compared to $40 million of restructuring charges and $4 million of restructuring initiative project-related costs in the same period last year. In addition, we recorded a $3 million net decrease ~~in expense related to the mark-to-market valuation of certain commodity positions and grain inventories in the nine-month period ended February 28, 2016, compared to a $98 million net increase~~ in expense in the same period a year ago. We also recorded $8 million of integration costs resulting from the acquisition of Annie’s and a $7 million foreign exchange loss related to the remeasurement of assets and liabilities of our Venezuelan subsidiary in the nine-month period ended February 22, 2015. The decrease in unallocated corporate expense also reflects cost savings from Project Catalyst and other cost management initiatives.

Venezuela is a highly inflationary economy and as such, we remeasure the value of the assets and liabilities of our Venezuelan subsidiary based on the exchange rate at which we expect to remit dividends in U.S. dollars. In February 2014, the Venezuelan government established a new foreign exchange market mechanism (“SICAD 2”) and at that time indicated that it would be the market through which U.S. dollars would be obtained for the remittance of dividends. On February 12, 2015, the Venezuelan government replaced SICAD 2 with a new foreign exchange market mechanism (SIMADI). We have accessed some U.S. dollars through the SIMADI market. SIMADI has significantly higher foreign exchange rates than those available through the other foreign exchange mechanisms. In the third quarter of fiscal 2016, we recorded an immaterial impact in unallocated corporate items resulting from the remeasurement of assets and liabilities of our Venezuelan subsidiary and in the same period of fiscal 2015, we recorded a $7 million foreign exchange loss. Our Venezuela operations represent less than 1 percent of our consolidated assets, liabilities, net sales, and segment operating profit. After the end of our fiscal third quarter, on March 16, 2016, we sold our General Mills de Venezuela CA subsidiary to a third party and exited our business in Venezuela. As a result of this transaction we expect to record a loss on the sale of approximately $35 million pre-tax in the fourth quarter of fiscal 2016. The transaction is not expected to have a material impact on our ongoing financial results.

During the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016, cash provided by operations was ~~$1,862~~$988 million compared to ~~$1,561~~$1,156 million in the same period last year. The ~~$301~~$168 million ~~increase~~decrease is primarily ~~due to~~driven by a ~~$388~~$429 million change in current assets and ~~current liabilities, partially offset by a $192~~liabilities. The $429 million change in ~~non-cash restructuring charges in the nine-month period ended February 28, 2016, compared to the same period in fiscal 2015. The $388 million change in other~~ current assets and liabilities is primarily due to ~~the timing of receivables and~~ changes in other current liabilities, which was largely driven by ~~an increase~~changes in trade and advertising accruals and income taxes payable. ~~Net earnings for~~Additionally, we recorded a $14 million loss on a divestiture in the second quarter of fiscal 2017 compared to a $199 million gain on divestiture in the same period last year.

Cash used by investing activities during thesix-month period ended November 27, 2016, ~~included a $201~~was $280 million, ~~pre-tax gain primarily from the sale of Green Giant.~~

~~Cash~~compared to cash provided by investing activities ~~during the nine-month period ended February 28, 2016, was $335 million, compared to a cash use~~ of ~~$1,408~~$523 million in the same period in fiscal 2015. In 2016, we received proceeds of $826 million from the divestitures of certain businesses including $823 million for Green Giant. In the second quarter of fiscal 2015, we acquired Annie’s for an aggregate purchase price of $809 million, net of $12 million of cash acquired.2016. Investments of ~~$478~~$318 million in land, buildings and equipment in the ~~first nine months of fiscal~~six-month period ended November 27, 2016 ~~were $13~~increased $25 million ~~lower than~~compared to the same period a year ago. Additionally, in the second quarter of fiscal 2016, we sold our Green Giant product lines for proceeds of $823 million.

Cash used by financing activities during the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016, was ~~$1,720~~$629 million compared to ~~$146~~$1,342 million in the same period last year. We had ~~$403~~$1,165 million of net debt issuances in the first six months of fiscal 2017 compared to $294 million of net debt payments in the ~~first nine months of fiscal 2016 compared to $1,645 million of net debt issuances in the~~ same period a year ~~ago primarily reflecting the issuance of debt to fund the acquisition of Annie’s.~~ago. We paid ~~$602~~$1,350 million in cash to repurchase common stock and paid ~~$795~~$576 million of dividends in the first ~~nine~~six months of fiscal ~~2016~~2017 compared to ~~$1,162~~$537 million and ~~$751~~$531 million, respectively, in the same period last year.

As of ~~February 28,~~November 27, 2016, we had $746 million of cash and cash equivalents held in foreign jurisdictions which will be used to fund foreign operations and potential acquisitions. There is currently no need to repatriate these funds in order to meet domestic funding obligations or scheduled cash distributions. If we choose to repatriate historical earnings from foreign jurisdictions, we intend to do so only in atax-neutral manner.


In Millions	Feb. 28, 2016		May 31, 2015		Nov. 27, 2016		May 29, 2016
Notes payable	$	640.3	$	615.8	$	1,421.7	$	269.8
Current portion of long-term debt		1,103.5		1,000.4		1,507.6		1,103.4
Long-term debt		7,024.4		7,575.3		6,542.0		7,057.7
Total debt		8,768.2		9,191.5		9,471.3		8,430.9
Redeemable interest		826.7		778.9		801.7		845.6
Noncontrolling interests		374.9		396.0		345.2		376.9
Stockholders’ equity		4,888.8		4,996.7		4,180.6		4,930.2
Total capital	$	14,858.6	$	15,363.1	$	14,798.8	$	14,583.6

The following table details thefee-paid committed and uncommitted credit lines we had available as of ~~February 28,~~November 27, 2016:


In Billions	Facility Amount		Borrowed Amount		Facility Amount		Borrowed Amount
Credit facility expiring:
April 2017	$	1.7	$	—
May 2019		1.0		—
May 2021					$	2.7	$	—
June 2019		0.2		0.2		0.2		0.1

Total committed credit facilities		2.9		0.2		2.9		0.1
Uncommitted credit facilities		0.4		0.1		0.4		0.1
Total committed and uncommitted credit facilities	$	3.3	$	0.3	$	3.3	$	0.2

The third-party holder of the General Mills Cereals, LLC (GMC) Class A Interests receives quarterly preferred distributions from available net income based on the application of a floating preferred return rate ~~currently equal to the sum of three-month LIBOR plus 125 basis points,~~ to the holder’s capital account balance established in the most recentmark-to-market valuation (currently $252 million). On June 1, 2015, the floating preferred return rate on GMC’s Class A Interests was reset to the sum of three-month LIBOR plus 125 basis points. The preferred return rate is adjusted every three years through a negotiated agreement with the Class A Interest holder or through a remarketing auction.

The holder of the Class A Interests may initiate a liquidation of GMC under certain circumstances, including, without limitation, the bankruptcy of GMC or its subsidiaries, GMC’s failure to deliver the preferred distributions on the Class A Interests, GMC’s failure to comply with portfolio requirements, breaches of certain covenants, lowering of our senior debt rating below either Baa3 by Moody’s or BBB- by Standard & Poor’s, and a failed attempt to remarket the Class A Interests. In the event of a liquidation of GMC, each member of GMC will receive the amount of its then current capital account balance. We may avoid liquidation by exercising our option to purchase the Class A Interests.

We ~~may exercise our~~have an option to purchase the Class A Interests for consideration equal to the then current capital account value, plus any unpaid preferred return and the prescribed make-whole amount. If we purchase these interests, any change in the ~~unrelated~~ third-party ~~investor’s~~holder’s capital account from its original value will be charged directly to retained earnings and will increase or decrease the net earnings used to calculate EPS in that period.

We have a 51 percent controlling interest in Yoplait SAS and a 50 percent interest in Yoplait Marques SNC and Liberté Marques Sàrl. Sodiaal ~~International (Sodiaal)~~ holds the remaining interests in each of these entities. We consolidate these entities into our consolidated financial statements. As of ~~February 28,~~November 27, 2016, we recorded Sodiaal’s 50 percent interests in Yoplait Marques SNC and Liberté Marques Sàrl as noncontrolling interests, and the redemption value of its 49 percent interest in Yoplait SAS as a redeemable interest on our Consolidated Balance Sheets. These euro- and Canadian dollar-denominated interests are reported in U.S. dollars on our Consolidated Balance Sheets. Sodiaal has the ability to put all or a ~~limited~~ portion of its redeemable interest to us at fair value once per year, ~~through a maximum term expiring~~up to three times before December ~~2020.~~2024. As of ~~February 28,~~November 27, 2016, the redemption value of the redeemable interest was ~~$827~~$802 million, which approximates its fair value.

Certain of our long-term debt agreements, our credit facilities, and our noncontrolling interests contain restrictive covenants. As of ~~February 28,~~November 27, 2016, we were in compliance with all of these covenants.

We have ~~$1,104~~$1,508 million of long-term debt maturing in the next 12 months that is classified as current, including $1,000 million of 5.7 percent fixed rate notes due February 2017. We believe that cash flows from operations, together with available short- and long-term debt financing, will be adequate to meet our liquidity and capital needs for at least the next 12 months.

There were no material changes outside the ordinary course of our business in our contractual obligations oroff-balance sheet arrangements during the ~~third~~second quarter of fiscal ~~2016.~~2017.

Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in our Annual Report on Form10-K for the fiscal year ended May ~~31, 2015.~~29, 2016. The accounting policies used in preparing our interim fiscal ~~2016~~2017 Consolidated Financial Statements are the same as those described in our Form10-K.

Our significant accounting estimates are those that have meaningful impact on the reporting of our financial condition and results of operations. These estimates include our accounting for promotional expenditures, valuation of long-lived assets, intangible assets, redeemable interest, stock-based compensation, income taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans. The assumptions and methodologies used in the determination of those estimates as of ~~February 28,~~November 27, 2016, are the same as those described in our Annual Report on Form10-K for the fiscal year ended May ~~31, 2015, with the below exception.~~

~~During the second quarter of fiscal~~29, 2016, ~~we changed the date of our annual impairment assessment from the first day of our fiscal third quarter~~except as described in Note 14 to the ~~first day~~Consolidated Financial Statements in Part I, Item 1 of our fiscal second quarter to more closely align with the timing of our annual long-range planning process. We determined that the change in our annual impairment assessment date was not material to our annual impairment assessment or our financial statements.this report.

We tested our goodwill and brand intangible assets for impairment on ~~our annual assessment date in~~the first day of the second quarter of fiscal ~~2016.~~2017. As of our annual impairment assessment date, there was no impairment of any of our intangible assets as their related fair values were substantially in excess of the carrying values, except for the~~Mountain High~~Immaculate Baking brand and~~Uncle Toby’s~~ ~~brands.~~ the Latin America reporting unit. The excess fair value above the carrying value of ~~these~~this brand ~~assets~~asset and reporting unit is as follows:

In ~~February~~October 2016, the Financial Accounting Standards Board (FASB) issued new accounting requirements related to the recognition of income taxes resulting from intra-entity transfers of assets other than inventory. This will result in the recognition of the income tax consequences resulting from the intra-entity transfer of assets in our Consolidated Statements of Earnings in the period of the transfer. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods, which for us is the first quarter of fiscal 2019. Early adoption is permitted. We are in the process of analyzing the impact on our results of operations and financial position.

In March 2016, the FASB issued new accounting requirements for the accounting and presentation of stock-based payments. This will result in realized windfall and shortfall tax benefits upon exercise or vesting of stock-based awards being recorded in our Consolidated Statements of Earnings in addition to other presentation changes. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods, which for us is the first quarter of fiscal 2018. Early adoption is permitted. We are in the process of analyzing the impact on our results of operations and financial position.

In February 2016, the FASB issued new accounting requirements for accounting, ~~for,~~ presentation ~~of,~~ and classification of leases. This will result in most leases being capitalized as a right of use asset with a related liability on our ~~balance sheets.~~Consolidated Balance Sheets. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods, which for us is the first quarter of fiscal 2020. We are in the process of analyzing the impact ~~of this guidance~~ on our results of operations and financial position.

In November 2015, the FASB issued new accounting requirements for the presentation of deferred tax assets and liabilities, requiring noncurrent classification for all deferred tax assets and liabilities on the statement of financial position. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. We do not expect this guidance to have a material impact on our results of operations or financial position.

~~In August 2015,~~May 2014, the FASB issued new accounting requirements for the recognition of revenue from contracts with customers. The requirements of the new standard and its subsequent amendments are effective for annual reporting

periods beginning after December 15, 2017, and interim periods within those annual periods, which for us is the first quarter of fiscal 2019. We do not expect this guidance to have a material impact on our results of operations or financial position.

In August 2015, the FASB issued new accounting requirements for the presentation of certain investments using the net asset value, providing a practical expedient to exclude such investments from categorization within the fair value hierarchy and separate disclosure. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods, which for us is the first quarter of fiscal 2017. We do not expect this guidance to have a material impact on our results of operations or financial position.

In August 2015, the FASB issued new accounting requirements which permits reporting entities with a fiscal year-end that does not coincide with a month-end to apply a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply such practical expedient consistently to all plans. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods, which for us is the first quarter of fiscal 2017. We do not expect this guidance to have a material impact on our results of operations or financial position.

In June 2014, the FASB issued new accounting requirements for share-based payment awards issued based upon specific performance targets. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods, which for us is the first quarter of fiscal 2017. We do not expect this guidance to have a material impact on our results of operations or financial position.

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 thesenon-GAAP financial measures, we are providing below a reconciliation of the differences between thenon-GAAP measure and the most directly comparable GAAP measure, an explanation of why ~~our management or~~we believe the ~~Board of Directors believes the~~ non-GAAP measure provides useful information to investors and any additional purposes for which ~~our management or Board of Directors uses~~we use thenon-GAAP measure. Thesenon-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

Our fiscal 2017 outlook for adjusted operating profit margin is a non-GAAP financial measure that excludes, or has otherwise been adjusted for, items impacting comparability, including the effect of restructuring charges, project-related costs, mark-to-market effects, and divestitures. We are not able to reconcile this forward-looking non-GAAP financial measure to its most directly comparable forward-looking GAAP financial measure without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the actual impact of changes in commodity prices or the timing of divestitures, and restructuring actions throughout fiscal 2017. The unavailable information could have a significant impact on our fiscal 2017 GAAP financial results.

This measure is used in reporting to our executive management and as a component of the Board of Directors’ measurement of our performance for incentive compensation purposes. We provide organic net sales growth rates for our consolidated net sales and segment net sales. We believe that ~~this measure provides~~organic net sales growth rates provide useful information to investors because ~~it provides~~they provide transparency to underlying performance in our ~~consolidated~~ net sales by excluding the effect that foreign currency exchange rate fluctuations, as well as acquisitions, divestitures, and a 53^rd week, when applicable, have on ~~the~~ year-to-year ~~comparability given volatility in foreign currency exchange markets.~~

~~Net~~ comparability. A reconciliation of these measures to reported net sales growth rates, ~~on a constant-currency basis~~the relevant GAAP measures, are ~~calculated as follows:~~included in our Consolidated Results of Operations and Segment Operating Results discussions in the MD&A above.

This measure is used in reporting to our executive management and as a component of the Board of Directors’ measurement of our performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate segment performance. A reconciliation of this measure to operating profit, the relevant GAAP measure, is included in Note 15 to the Consolidated Financial Statements in Part I, Item 1 of this report.

Constant-currency total segment operating profit growth is calculated as follows:

Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit Margin) Excluding Certain Items Affecting Comparability

We believe this measure provides useful information to investors because it is important for assessing our operating profit margin on a comparable basis. The adjustments are either items resulting from infrequently occurring events or items that, in management’s judgment, significantly affect the year-over-year assessment of operating results.

Diluted EPS Excluding Certain Items Affecting Comparability and Related Constant-Currency Growth Rate

This measure is used in reporting to our executive management and as a component of the Board of Directors’ measurement of our performance for incentive compensation purposes. 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-over-year basis. The adjustments are either items resulting from infrequently occurring events or items that, in management’s judgment, significantly affect the year-over-year assessment of operating results.

The reconciliation of our GAAP measure, diluted EPS, to diluted EPS excluding certain items affecting comparability and the related constant-currency growth rate follows:


	Quarter Ended							Nine-Month Period Ended								Quarter Ended									Six-Month Period Ended
Per Share Data	Feb. 28, 2016		Feb. 22, 2015		Change			Feb. 28, 2016			Feb. 22, 2015		Change			Nov. 27, 2016			Nov. 29, 2015			Change			Nov. 27, 2016			Nov. 29, 2015			Change
Diluted earnings per share, as reported	$	0.59	$	0.56		5	%	$	2.15		$	1.67		29	%	$	0.80		$	0.87			(8	)%	$	1.47		$	1.56			(6	)%
Mark-to-market effects (a)		—		0.05					(0.01	)		0.10					(0.03	)		(0.01	)					(0.01	)		(0.01	)
Divestitures (gain) (b)		—		—					(0.14	)		—
Acquisition integration costs (b)		—		0.01					—			0.01
Divestitures loss (gain) (b)																	0.01			(0.14	)					0.01			(0.14	)
Restructuring costs (c)		0.05		0.07					0.22			0.32					0.05			0.08						0.13			0.17
Project-related costs (c)		0.01		—					0.04			—					0.02			0.02						0.03			0.03
Venezuela currency devaluation		—		0.01					—			0.01


Diluted earnings per share, excluding certain items affecting comparability	$	0.65	$	0.70		(7	)%	$	2.26		$	2.11		7%		$	0.85		$	0.82			4	%	$	1.63		$	1.61			1	%


Foreign currency exchange impact						(1	)%							(3)%									(1	)%								(1	)%

Diluted earnings per share growth, excluding certain items affecting comparability, on a constant-currency basis						(6	)%							10%									5	%								2	%

See our reconciliation below of the effective income tax rate as reported to the effective income tax rate excluding certain items affecting comparability for the tax impact of each item affecting comparability.

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 onyear-to-year comparability given volatility in foreign currency exchange markets.

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


	Percentage Change in After- tax Earnings from Joint Ventures as Reported			Impact of Foreign Currency Exchange		Percentage Change in After- tax Earnings from Joint Ventures on Constant- Currency Basis
Quarter Ended Nov. 27, 2016		28	%		1pts		27	%
Six-Month Period Ended Nov. 27, 2016		10	%		2pts		8	%

Net Sales Growth Rates for Our International Segment on Constant-Currency Basis

We believe that this measure of our International segment and region net sales provides useful information to investors because it provides transparency to the underlying performance in markets outside the United States by excluding the effect that foreign currency exchange rate fluctuations have onyear-to-year comparability given volatility in foreign currency exchange markets.

Net sales growth rates for our International segment on a constant-currency basis are calculated as follows:


	Quarter Ended Feb. 28, 2016									Quarter Ended Nov. 27, 2016
	Percentage Change in Net Sales as Reported			Impact of Foreign Currency Exchange			Percentage Change in Net Sales on Constant- Currency Basis			Percentage Change in Net Sales as Reported			Impact of Foreign Currency Exchange			Percentage Change in Net Sales on Constant- Currency Basis
Europe		(9	)%		(7	) pts		(2	)%		(7	)%		(4	)pts		(3	)%
Canada		(26	)		(12	)		(14	)		(8	)		(1	)		(7	)
Latin America											2			4			(2	)
Asia/Pacific		(1	)		(5	)		4			(3	)		(3	)		Flat
Latin America		(22	)		(38	)		16
Total International		(13	)%		(13	) pts		Flat			(5	)%		(2	)pts		(3	)%


	Nine-Month Period Ended Feb. 28, 2016									Six-Month Period Ended Nov. 27, 2016
	Percentage Change in Net Sales as Reported			Impact of Foreign Currency Exchange			Percentage Change in Net Sales on Constant- Currency Basis			Percentage Change in Net Sales as Reported			Impact of Foreign Currency Exchange			Percentage Change in Net Sales on Constant- Currency Basis
Europe		(11	)%		(12	) pts		1	%		(8	)%		(4	)pts		(4	)%
Canada		(17	)		(15	)		(2	)		(6	)		(1	)		(5	)
Asia/Pacific		(1	)		(4	)		3			(3	)		(4	)		1
Latin America		(23	)		(34	)		11			(1	)		(1	)		Flat
Total International		(12	)%		(14	) pts		2	%		(5	)%		(2	)pts		(3	)%

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of the International segment by excluding the effect that foreign currency exchange rate fluctuations have onyear-to-year comparability given volatility in foreign currency exchange markets.

International segment operating profit growth rates on a constant-currency basis are calculated as follows:

We believe this measure provides useful information to investors because it is important for assessing the effective tax rate excluding certain items affecting comparability and presents the income tax effects of certain items affecting comparability.

Effective income tax rates excluding certain items affecting comparability are calculated as follows:

Accelerated depreciation associated with restructured assets.The increase in depreciation expense caused by updating the salvage value and shortening the useful life of depreciable fixed assets to coincide with the end of production under an approved restructuring plan, but only if impairment is not present.

Adjusted operating profit margin.Operating profit adjusted for certain items affecting year-over-year comparability, divided by net sales.

Constant currency. Financial results translated to U.S. dollars using constant foreign currency exchange rates based on the rates in effect for the comparable prior-year period. To present this information, current period results for entities reporting in currencies other than United States dollars are translated into United States dollars at the average exchange rates in effect during the corresponding period of the prior fiscal year, rather than the actual average exchange rates in effect during the current fiscal year. Therefore, the foreign currency impact is equal to current year results in local currencies multiplied by the change in the average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.

Derivatives.Financial instruments such as futures, swaps, options, and forward contracts that we use to manage our risk arising from changes in commodity prices, interest rates, foreign exchange rates, and stock prices.

Fair value hierarchy.For purposes of fair value measurement, we categorize assets and liabilities into one of three levels based on the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. The three levels are defined as follows:

Fixed charge coverage ratio. The sum of earnings before income taxes and fixed charges (before tax), divided by the sum of the fixed charges (before tax) and interest.

Focus 6 platforms. The Focus 6 platforms for the Convenience Stores and Foodservice segment consist of cereal, yogurt, snacks, frozen meals, biscuits, and baking mixes.

Foundation businesses. Foundation businesses consist primarily of refrigerated dough, desserts, and soup in our U.S. Retail segment and bakery flour and frozen dough products in our Convenience Stores and Foodservice segment, as well as other product lines not included in Growth businesses.

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 and redeemable interests and the related fair values of net assets acquired.

Growth businesses. Growth businesses include cereal, snack bars, the natural and organic portfolio, hot snacks, Mexican products, and yogurt in our U.S. Retail segment; our International segment; and cereal, yogurt, snacks, frozen meals, biscuits, and baking mixes in our Convenience Stores and Foodservice segment.

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.

Interest bearing instruments.Notes payable, long-term debt, including current portion, cash and cash equivalents, and certain interest bearing investments classified within prepaid expenses and other current assets and other assets.

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.

Netmark-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.

Notional principal amount.The principal amount on which fixed-rate or floating-rate interest payments are calculated.

Organic net sales growth. Net sales growth adjusted for foreign currency translation, as well as acquisitions, divestitures, and a 53^rd week impact, when applicable.

Project-related costs.Costs incurred related to our restructuring initiatives not included in restructuring charges.

Redeemable interest.Interest of subsidiaries held by a third party that can be redeemed outside of our control and therefore cannot be classified as a noncontrolling interest in equity.

Translation adjustments.The impact of the conversion of our foreign affiliates’ financial statements to U.S. dollars for the purpose of consolidating our financial statements.

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on our current expectations and assumptions. We also may make written or oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and in our reports to stockholders.

The words or phrases “will likely result,” “are expected to,” “will 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: 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, 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 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 significant 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, and energy; disruptions or inefficiencies in the supply chain; effectiveness of restructuring 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 political unrest in foreign markets and economic uncertainty due to terrorism or war.

You should also consider the risk factors that we identify in Item 1A of Part I of our Annual Report on Form10-K for the fiscal year ended May ~~31, 2015,~~29, 2016, which could also affect our future results.

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

The estimated maximum potentialvalue-at-risk arising from aone-day loss in fair value for our interest rate, foreign exchange, commodity, and ~~commodity~~equity market-risk-sensitive instruments outstanding as of ~~February 28,~~November 27, 2016 was ~~$31~~$25 million, ~~$27~~$21 million, $2 million, and $4$1 million, respectively. During the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016, the interest rate, foreign exchange, and ~~interest rate~~ commodityvalue-at-risk ~~increased~~ decreased by ~~$10~~$8 million, $7 million, and $6$1 million, respectively, while the ~~commodity~~ equityvalue-at-risk was flat compared to this measure as of May ~~31, 2015.~~29, 2016. Thevalue-at-risk for interest rate and foreign exchange ~~and interest rate instruments increased~~decreased due to lower volatility, whilevalue-at-risk for commodity positions was up due to higher market volatility. For additional information, see Item 7A of Part II of our Annual Report on Form10-K for the fiscal year ended May ~~31, 2015.~~29, 2016.

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule13a-15(e) under the Securities Exchange Act of 1934). Based on our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~February 28,~~November 27, 2016, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rule13a-15(f) under the Securities Exchange Act of 1934) during the quarter ended ~~February 28,~~November 27, 2016 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The following table sets forth information with respect to shares of our common stock that we purchased during the quarter ended ~~February 28,~~November 27, 2016:

~~31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 28, 2016, formatted in Extensible Business Reporting Language: (i) Consolidated Statements of Earnings; (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Total Equity and Redeemable Interest; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Delaware		41-0274440
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Number One General Mills Boulevard Minneapolis, Minnesota		55426
(Address of principal executive offices)		(Zip Code)


Large accelerated filer	x☒	Accelerated filer	¨☐
Non-accelerated	¨ ☐ (Do not check if a smaller reporting company)	Smaller reporting company	¨☐


		Page
PART I – Financial Information

Item 1.	Financial Statements
	Consolidated Statements of Earnings for the ~~quarterly~~quarters and ~~nine-month~~six-month periods ended ~~February 28,~~November 27, 2016 and ~~February 22,~~November 29, 2015		3
	Consolidated Statements of Comprehensive Income for the ~~quarterly~~quarters and ~~nine-month~~six-month periods ~~February 28,~~ended November 27, 2016 and ~~February 22,~~November 29, 2015		4
	Consolidated Balance Sheets as of ~~February 28,~~November 27, 2016, and May ~~31, 2015~~29, 2016		5
	Consolidated Statements of Total Equity and Redeemable Interest for the ~~nine-month~~six-month period ended ~~February 28,~~November 27, 2016 and the fiscal year ended May ~~31, 2015~~29, 2016		6
	Consolidated Statements of Cash Flows for the ~~nine-month~~six-month periods ended ~~February 28,~~November 27, 2016 and ~~February 22,~~November 29, 2015		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		4246

Item 4.	Controls and Procedures		4246

PART II – Other Information

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		4347

Item 6.	Exhibits		4448

Signatures			4549


In Millions	Severance			Contract Termination			Other Exit Costs			Total
Reserve balance as of May 29, 2016	$	73.6		$	1.5		$	1.5		$	76.6
Fiscal 2017 charges, including foreign currency translation		31.2			—			2.2			33.4
Utilized in fiscal 2017		(37.5	)		(1.7	)		(2.4	)		(41.6	)
Reserve balance as of Nov. 27, 2016	$	67.3		$	(0.2	)	$	1.3		$	68.4


In Millions	Carrying Value		Excess Fair Value Above Carrying Value
Mountain High	$	35.4		20	%
Uncle Toby’s	$	52.2		11	%


	Nine-Month Period Ended Feb. 28, 2016															Nine-Month Period Ended Feb. 22, 2015
In Millions	Severance			Asset Write- offs		Pension Related			Accelerated Depreciation		Other		Total			Severance			Asset Write- offs		Pension Related		Accelerated Depreciation		Other		Total
Project Compass	$	46.2		$	—	$	(0.2	)	$	—	$	6.8	$	52.8		$	—		$	—	$	—	$	—	$	—	$	—
Project Century		35.5			22.9		19.1			59.6		18.0		155.1			44.0			41.4		31.2		34.2		8.0		158.8
Project Catalyst		(8.7	)		—		—			—		—		(8.7	)		120.6			11.1		6.6		—		8.0		146.3
Combination of certain operational facilities		—			—		—			—		—		—			13.0			0.7		—		—		0.2		13.9
Charges associated with restructuring actions previously announced		—			—		—			—		—		—			(0.6	)		—		—		—		—		(0.6	)
Total	$	73.0		$	22.9	$	18.9		$	59.6	$	24.8	$	199.2		$	177.0		$	53.2	$	37.8	$	34.2	$	16.2	$	318.4


Quarter Ended Nov. 27, 2016	In millions, except per share		Quarter Ended Nov. 27, 2016 vs. Nov. 29, 2015			Percent of Net Sales			Constant- Currency Growth (a)
Net sales	$	4,112.1		(7	)%
Operating profit		768.9		(15	)%		18.7	%
Net earnings attributable to General Mills		481.8		(9	)%
Diluted earnings per share	$	0.80		(8	)%

Organic net sales growth rate (a)				(4	)%
Total segment operating profit (a)		830.4		(1	)%					Flat
Adjusted operating profit margin (a)							19.6	%
Diluted earnings per share, excluding certain items affecting comparability (a)	$	0.85		4	%					5	%


	Quarter Ended February 28, 2016					Quarter Ended February 22, 2015
In Millions	Charge			Cash		Charge		Cash
Compass	$	(0.8	)	$	3.6	$	—	$	—
Total Century (a)		43.9			24.9		69.9		1.8
Catalyst		(8.9	)		11.3		1.3		28.4
Combination of certain operational facilities		—			1.1		—		—
Other		—			0.1		—		2.5
Total restructuring charges		34.2			41.0		71.2		32.7
Project-related costs		10.1			10.5		2.8		—
Restructuring charges and project-related costs	$	44.3		$	51.5	$	74.0	$	32.7


Six-Month Period Ended Nov. 27, 2016	In millions, except per share		Six-Month Period Ended Nov. 27, 2016 vs. Nov. 29, 2015			Percent of Net Sales			Constant- Currency Growth (a)
Net sales	$	8,020.0		(7	)%
Operating profit		1,414.7		(11	)%		17.6	%
Net earnings attributable to General Mills		890.8		(7	)%
Diluted earnings per share	$	1.47		(6	)%

Organic net sales growth rate (a)				(4	)%
Total segment operating profit (a)		1,617.5		(3	)%					(2	)%
Adjusted operating profit margin (a)							19.4	%
Diluted earnings per share, excluding certain items affecting comparability (a)	$	1.63		1	%					2	%


~~Third Quarter of Fiscal~~Six-Month Period Ended Nov. 27, 2016 vs. ~~Third Quarter of Fiscal~~Six-Month Period Ended Nov. 29, 2015		~~CPW~~			~~HDJ~~
Contributions from organic volume growth (a)		~~(2)pts~~	(6)		18 pts
~~Net~~Organic net price realization and mix		~~1 pt~~	2	pts
		4
Organic net sales growth			(4)	pts
Foreign currency exchange		~~(11)pts~~	(1)	pt
Acquisitions and divestitures (b)	2		(2)	pts
Net sales growth		~~(12)pts~~	(7)		24 pts

(b)
~~Nine-Month Period Ended Feb. 28, 2016 vs.~~ ~~Nine-Month Period Ended Feb. 22, 2015~~	~~U.S. Retail~~	~~International~~	~~Convenience Stores~~ ~~and Foodservice~~	~~Combined~~ ~~Segments~~
~~Contributions from volume growth (a)~~	~~(4)pts~~	~~Flat~~	~~(1)pt~~	~~(2)pts~~
~~Net price realization and mix~~	~~2 pts~~	~~2 pts~~	~~(1)pt~~	~~1 pt~~
~~Foreign currency exchange~~	NA	~~(14)pts~~	NM	~~(4)pts~~
~~Net sales growth~~	~~(2)pts~~	~~(12)pts~~	~~(2)pts~~	~~(5)pts~~
				Primarily the Green Giant divestiture in fiscal 2016.


	Nine-Month Period Ended February 28, 2016					Nine-Month Period Ended February 22, 2015
In Millions	Charge			Cash		Charge			Cash
Compass	$	52.8		$	29.1	$	—		$	—
Total Century (a)		155.1			38.0		158.8			8.3
Catalyst		(8.7	)		46.9		146.3			30.2
Combination of certain operational facilities		—			2.1		13.9			—
Other		—			0.1		(0.6	)		4.7
Total restructuring charges		199.2			116.2		318.4			43.2
Project-related costs		39.4			37.7		3.5			—
Restructuring charges and project-related costs	$	238.6		$	153.9	$	321.9		$	43.2


	Six-Month Period Ended								Fiscal 2016 and 2015				Estimated
	Nov. 27, 2016				Nov. 29, 2015				Total				Future				Total
In Millions	Charge		Cash		Charge		Cash		Charge		Cash		Charge		Cash		Charge		Cash		Savings (b)
Closure of Melbourne, Australia plant	$	12.0	$	—	$	—	$	—	$	—	$	—	$	22	$	—	$	34	$	—
Restructuring of certain International product lines		43.3		10.4		—		—		—		—		3		—		46		8
Closure of Vineland, New Jersey Plant		27.9		1.2		—		—		—		—		38		22		66		23
Project Compass		1.0		8.0		53.6		25.5		54.7		36.1		3		14		58		58
Project Century		30.1		20.6		111.2		13.1		364.4		46.1		42		83		436		150
Project Catalyst		—		0.5		0.2		35.6		140.9		92.8		—		25		141		118
Combination of certain operational facilities		—		2.6		—		1.0		13.9		11.0		1		—		15		12
Total restructuring charges (a)		114.3		43.3		165.0		75.2		573.9		186.0		109		144		796		369
Project-related costs		24.9		28.6		29.3		27.2		70.7		64.2		29		32		125		125
Restructuring charges and project-related costs	$	139.2	$	71.9	$	194.3	$	102.4	$	644.6	$	250.2	$	138	$	176	$	921	$	494	$	620


	Nine-Month Period Ended February 28, 2016					Fiscal Year Ended May. 31, 2015					Estimated Future				Estimated Total				Estimated Savings (b)
In Millions	Charge			Cash		Charge			Cash		Charge		Cash		Charge		Cash		Estimated Savings (b)
Compass	$	52.8		$	29.1	$	—		$	—	$	11	$	32	$	64	$	61
Total Century (a)		155.1			38.0		181.8			12.0		110		125		447		175
Catalyst		(8.7	)		46.9		148.4			45.0		—		11		140		103
Combination of certain operational facilities		—			2.1		13.9			6.5		1		4		15		12
Other		—			0.1		(0.6	)		0.1		—		—		—		—
Total restructuring charges		199.2			116.2		343.5			63.6		122		172		666		351
Project-related costs		39.4			37.7		13.2			9.7		58		64		111		111
Restructuring charges and project-related costs	$	238.6		$	153.9	$	356.7		$	73.3	$	180	$	236	$	777	$	462	$	500


	Quarter Ended		~~Nine-Month~~Six-Month Period Ended
	~~Feb. 28,~~Nov. 27, 2016		~~Feb. 28,~~Nov. 27, 2016
Contributions from organic volume growth (a)		~~(8)~~(10) pts		~~(4)~~(9) pts
~~Net~~Organic net price realization and mix		~~1 pt~~4 pts		24 pts

Organic net sales growth		(6) pts		(5) pts
Acquisitions and divestitures (b)		(3) pts		(3) pts
Net sales growth		~~(7)~~(9) pts		~~(2)pts~~


	~~Quarter Ended~~		~~Nine-Month~~ ~~Period Ended~~
	~~Feb. 28, 2016~~		~~Feb. 28, 2016~~

~~Contributions from volume growth (a)~~		~~Flat~~		~~Flat~~
~~Net price realization and mix~~		~~Flat~~		~~2 pts~~
~~Foreign currency exchange~~		~~(13)pts~~		~~(14)pts~~
~~Net sales growth~~		~~(13)pts~~		~~(12)~~(8) pts


	Percentage Change in Net Sales as Reported			Percentage Change in Net Sales on Constant- Currency Basis (a)
	Nine-Month Period Ended Feb. 28, 2016			Nine-Month Period Ended Feb. 28, 2016
Europe		(11	)%		1	%
Canada		(17	)		(2	)
Asia/Pacific		(1	)		3
Latin America		(23	)		11
Total		(12	)%		2	%


	Percentage Change in Total Net Sales as Reported			Impact of Foreign Currency Exchange			Percentage Change in Total Net Sales on Constant- Currency Basis
Quarter Ended Feb. 28, 2016		(8	)%		(4	) pts		(4	)%
Nine-Month Period Ended Feb. 28, 2016		(5	)%		(4	) pts		(1	)%


	Percentage Change in Total Segment Operating Profit as Reported			Impact of Foreign Currency Exchange			Percentage Change in Total Segment Operating Profit on a Constant-Currency Basis
Quarter Ended Feb. 28, 2016		(3	)%		(2	) pts		(1	)%
Nine-Month Period Ended Feb. 28, 2016		5	%		(3	) pts		8	%
					��


	Percentage Change in International Segment Operating Profit as Reported			Impact of Foreign Currency Exchange			Percentage Change in International Segment Operating Profit on Constant-Currency Basis
Quarter Ended Feb. 28, 2016		(35	)%		(11	) pts		(24	)%
Nine-Month Period Ended Feb. 28, 2016		(17	)%		(16	) pts		(1	)%


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.


Period	Total Number of Shares Purchased (a)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program (b)		Maximum Number of Shares that may yet be Purchased Under the Program (b)
November 30, 2015-
January 3, 2016		162,388	$	73.69		162,388		76,810,695
January 4, 2016-
January 31, 2016		931,329		56.01		931,329		75,879,366
February 1, 2016-
February 28, 2016		5,875		56.67		5,875		75,873,491
Total		1,099,592	$	58.63		1,099,592		75,873,491


				~~GENERAL MILLS, INC.~~
				~~(Registrant)~~

~~Date March 23, 2016~~				~~/s/ Jerald A. Young~~
				~~Jerald A. Young~~
				~~Vice President, Controller~~
				~~(Principal Accounting Officer and Duly Authorized Officer)~~


~~Exhibit No.~~ Item 6.		Exhibits.

10.1		~~Description~~2016 Compensation Plan forNon-Employee Directors.

12.1		Computation of Ratio of Earnings to Fixed Charges.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		Financial Statements from the Quarterly Report on Form10-Q of the Company for the quarter ended ~~February 28,~~November 27, 2016, formatted in Extensible Business Reporting Language: (i) Consolidated Statements of Earnings; (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Total Equity and Redeemable Interest; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.


				GENERAL MILLS, INC.
				(Registrant)

Date December 20, 2016				/s/ Jerald A. Young
				Jerald A. Young
				Vice President, Controller
				(Principal Accounting Officer and Duly Authorized Officer)


Exhibit No.		Description

10.1		2016 Compensation Plan forNon-Employee Directors.

12.1		Computation of Ratio of Earnings to Fixed Charges.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		Financial Statements from the Quarterly Report on Form10-Q of the Company for the quarter ended November 27, 2016, formatted in Extensible Business Reporting Language: (i) Consolidated Statements of Earnings; (ii) Consolidated Statements of Comprehensive Income; (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Total Equity and Redeemable Interest; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.