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.

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). Yes ☒☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Number of shares of Common Stock outstanding as of ~~December 11, 2017: 569,043,789~~March 12, 2018: 570,162,724 (excluding ~~185,569,539~~184,450,604 shares held in the treasury).


									Quarter Ended					Nine-Month Period Ended
	Quarter Ended				Six-Month Period Ended
	Nov. 26, 2017		Nov. 27, 2016		Nov. 26, 2017		Nov. 27, 2016		Feb. 25, 2018			Feb. 26, 2017		Feb. 25, 2018			Feb. 26, 2017
Net sales	$	4,198.7	$	4,112.1	$	7,967.9	$	8,020.0	$	3,882.3		$	3,793.2	$	11,850.2		$	11,813.2

Cost of sales		2,755.7		2,592.6		5,214.8		5,083.6		2,627.0			2,485.5		7,841.8			7,569.1

Selling, general, and administrative expenses		711.6		708.1		1,390.7		1,420.3		655.1			687.6		2,045.8			2,107.9

Divestiture loss		—		13.5		—		13.5		-			-		-			13.5

Restructuring, impairment, and other exit costs		1.6		29.0		6.8		87.9		7.5			77.6		14.3			165.5


Operating profit		729.8		768.9		1,355.6		1,414.7		592.7			542.5		1,948.3			1,957.2

Interest, net		74.9		75.5		147.3		149.4		89.3			76.4		236.6			225.8


Earnings before income taxes andafter-tax earnings from joint ventures		654.9		693.4		1,208.3		1,265.3		503.4			466.1		1,711.7			1,731.4

Income taxes		234.9		227.4		403.4		404.0		(432.5	)		107.0		(29.1	)		511.0

After-tax earnings from joint ventures		23.8		29.8		47.5		54.0		16.6			11.1		64.1			65.1


Net earnings, including earnings attributable to redeemable and noncontrolling interests		443.8		495.8		852.4		915.3		952.5			370.2		1,804.9			1,285.5

Net earnings attributable to redeemable and noncontrolling interests		13.3		14.0		17.2		24.5		11.1			12.4		28.3			36.9


Net earnings attributable to General Mills	$	430.5	$	481.8	$	835.2	$	890.8	$	941.4		$	357.8	$	1,776.6		$	1,248.6


Earnings per share - basic	$	0.75	$	0.82	$	1.46	$	1.50	$	1.64		$	0.62	$	3.10		$	2.12


Earnings per share - diluted	$	0.74	$	0.80	$	1.43	$	1.47	$	1.62		$	0.61	$	3.05		$	2.08


Dividends per share	$	0.49	$	0.48	$	0.98	$	0.96	$	0.49		$	0.48	$	1.47		$	1.44


	Quarter Ended						Six-Month Period Ended						Quarter Ended						Nine-Month Period Ended
	Nov. 26, 2017			Nov. 27, 2016			Nov. 26, 2017			Nov. 27, 2016			Feb. 25, 2018			Feb. 26, 2017			Feb. 25, 2018			Feb. 26, 2017
Net earnings, including earnings attributable to redeemable and noncontrolling interests	$	443.8		$	495.8		$	852.4		$	915.3		$	952.5		$	370.2		$	1,804.9		$	1,285.5

Other comprehensive income (loss), net of tax:

Foreign currency translation		(42.0	)		(105.7	)		19.5			(25.3	)		23.5			113.7			43.0			88.4

Other fair value changes:
Securities		0.5			(0.1	)		0.8			0.3			0.6			0.5			1.4			0.8
Hedge derivatives		(0.1	)		32.1			(8.9	)		47.3			(6.7	)		(4.9	)		(15.6	)		42.4

Reclassification to earnings:
Hedge derivatives		0.8			(7.8	)		0.6			(10.6	)		2.8			(8.7	)		3.4			(19.3	)
Amortization of losses and prior service costs		27.9			31.8			55.7			62.4			30.7			29.9			86.4			92.3

Other comprehensive income (loss), net of tax		(12.9	)		(49.7	)		67.7			74.1

Other comprehensive income, net of tax														50.9			130.5			118.6			204.6


Total comprehensive income		430.9			446.1			920.1			989.4			1,003.4			500.7			1,923.5			1,490.1

Comprehensive income (loss) attributable to redeemable and noncontrolling interests		12.8			(43.5	)		84.8			(36.7	)		40.7			16.4			125.5			(20.3	)


Comprehensive income attributable to General Mills	$	418.1		$	489.6		$	835.3		$	1,026.1		$	962.7		$	484.3		$	1,798.0		$	1,510.4


	Nov. 26, 2017			May 28, 2017			Feb. 25, 2018			May 28, 2017
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	962.1		$	766.1		$	953.1		$	766.1
Receivables		1,510.5			1,430.1			1,496.5			1,430.1
Inventories		1,516.5			1,483.6			1,452.5			1,483.6
Prepaid expenses and other current assets		345.0			381.6			375.0			381.6


Total current assets		4,334.1			4,061.4			4,277.1			4,061.4

Land, buildings, and equipment		3,631.4			3,687.7			3,626.2			3,687.7
Goodwill		8,828.3			8,747.2			8,867.3			8,747.2
Other intangible assets		4,581.8			4,530.4			4,604.1			4,530.4
Other assets		815.9			785.9			865.9			785.9


Total assets	$	22,191.5		$	21,812.6		$	22,240.6		$	21,812.6

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,467.0		$	2,119.8		$	2,505.7		$	2,119.8
Current portion of long-term debt		200.5			604.7			1,250.5			604.7
Notes payable		1,298.0			1,234.1			1,210.8			1,234.1
Other current liabilities		1,384.0			1,372.2			1,242.6			1,372.2


Total current liabilities		5,349.5			5,330.8			6,209.6			5,330.8

Long-term debt		8,228.3			7,642.9			7,163.6			7,642.9
Deferred income taxes		1,790.9			1,719.4			1,233.9			1,719.4
Other liabilities		1,439.7			1,523.1			1,481.3			1,523.1


Total liabilities		16,808.4			16,216.2			16,088.4			16,216.2


Redeemable interest		793.4			910.9			817.5			910.9

Stockholders’ equity:

Common stock, 754.6 shares issued, $0.10 par value		75.5			75.5			75.5			75.5
Additionalpaid-in capital		1,243.3			1,120.9			1,235.0			1,120.9
Retained earnings		13,408.9			13,138.9			14,398.4			13,138.9
Common stock in treasury, at cost, shares of 186.0 and 177.7		(8,252.6	)		(7,762.9	)
Common stock in treasury, at cost, shares of 184.5 and 177.7								(8,190.8	)		(7,762.9	)
Accumulated other comprehensive loss		(2,244.4	)		(2,244.5	)		(2,552.5	)		(2,244.5	)


Total stockholders’ equity		4,230.7			4,327.9			4,965.6			4,327.9

Noncontrolling interests		359.0			357.6			369.1			357.6


Total equity		4,589.7			4,685.5			5,334.7			4,685.5


Total liabilities and equity	$	22,191.5		$	21,812.6		$	22,240.6		$	21,812.6



																													$.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 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			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															1,657.5			367.7			13.8			2,039.0			17.2																1,657.5			367.7			13.8			2,039.0			17.2

Cash dividends declared ($1.92 per share)															(1,135.1	)								(1,135.1	)																		(1,135.1	)								(1,135.1	)

Shares purchased									(25.4	)		(1,651.5	)											(1,651.5	)												(25.4	)		(1,651.5	)											(1,651.5	)

Stock compensation plans (includes income tax benefits of $64.1)						3.6			5.5			215.2												218.8										3.6			5.5			215.2												218.8

Unearned compensation related to restricted stock unit awards						(78.5	)																	(78.5	)									(78.5	)																	(78.5	)

Earned compensation						94.9																		94.9										94.9																		94.9

Increase in redemption value of redeemable interest						(75.9	)																	(75.9	)		75.9							(75.9	)																	(75.9	)		75.9

Acquisition of interest in subsidiary						(0.2	)														0.1			(0.1	)									(0.2	)														0.1			(0.1	)

Distributions to noncontrolling and redeemable interest holders																					(33.2	)		(33.2	)		(27.8	)																					(33.2	)		(33.2	)		(27.8	)

Balance as of May 28, 2017		754.6		75.5		1,120.9			(177.7	)		(7,762.9	)		13,138.9			(2,244.5	)		357.6			4,685.5			910.9			754.6		75.5		1,120.9			(177.7	)		(7,762.9	)		13,138.9			(2,244.5	)		357.6			4,685.5			910.9

Total comprehensive income															835.2			0.1			28.1			863.4			56.7																1,776.6			21.4			41.2			1,839.2			84.3
Cash dividends declared ($0.98 per share)															(565.2	)								(565.2	)

Cash dividends declared ($1.47 per share)																																											(846.5	)								(846.5	)

Shares purchased									(10.9	)		(600.5	)											(600.5	)												(10.9	)		(601.2	)											(601.2	)
Stock compensation plans (includes income tax benefits of $20.2)						(20.6	)		2.6			110.8												90.2

Stock compensation plans (includes income tax benefits of $26.8)																																		(49.1	)		4.1			173.3												124.2

Unearned compensation related to restricted stock unit awards						(61.2	)																	(61.2	)									(58.2	)																	(58.2	)

Earned compensation						48.6																		48.6										62.3																		62.3

Decrease in redemption value of redeemable interest						155.6																		155.6			(155.6	)						159.1																		159.1			(159.1	)

Distributions to noncontrolling and redeemable interest holders																					(26.7	)		(26.7	)		(18.6	)																					(29.7	)		(29.7	)		(18.6	)
Balance as of Nov. 26, 2017		754.6	$	75.5	$	1,243.3			(186.0	)	$	(8,252.6	)	$	13,408.9		$	(2,244.4	)	$	359.0		$	4,589.7		$	793.4

Reclassification of certain income tax effects																																											329.4			(329.4	)

Balance as of Feb. 25, 2018																														754.6	$	75.5	$	1,235.0			(184.5	)	$	(8,190.8	)	$	14,398.4		$	(2,552.5	)	$	369.1		$	5,334.7		$	817.5


	Six-Month Period Ended						Nine-Month Period Ended
	Nov. 26, 2017			Nov. 27, 2016			Feb. 25, 2018			Feb. 26, 2017
Cash Flows - Operating Activities
Net earnings, including earnings attributable to redeemable and noncontrolling interests	$	852.4		$	915.3		$	1,804.9		$	1,285.5
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		290.8			301.1			434.7			448.3
After-tax earnings from joint ventures		(47.5	)		(54.0	)		(64.1	)		(65.1	)
Distributions of earnings from joint ventures		45.1			31.9			60.6			43.7
Stock-based compensation		48.2			56.2			62.8			76.4
Deferred income taxes		70.2			94.6			(489.1	)		140.1
Pension and other postretirement benefit plan contributions		(12.6	)		(22.6	)		(20.3	)		(34.0	)
Pension and other postretirement benefit plan costs		2.4			17.9			3.5			26.9
Divestiture loss		—			13.5			-			13.5
Restructuring, impairment, and other exit costs		(7.4	)		71.0			(12.3	)		141.1
Changes in current assets and liabilities		362.3			(340.9	)		394.9			(368.8	)
Other, net		(37.1	)		(5.3	)		(40.3	)		(48.6	)

Net cash provided by operating activities		1,566.8			1,078.7			2,135.3			1,659.0

Cash Flows - Investing Activities
Purchases of land, buildings, and equipment		(260.0	)		(318.3	)		(397.9	)		(475.2	)
Investments in affiliates, net		(7.4	)		(7.7	)		(15.2	)		4.8
Proceeds from disposal of land, buildings, and equipment		0.6			0.4			0.9			1.2
Proceeds from divestiture		—			17.5			-			17.5
Exchangeable note		—			13.0			-			13.0
Other, net		(3.9	)		15.1			(12.7	)		14.7

Net cash used by investing activities		(270.7	)		(280.0	)		(424.9	)		(424.0	)

Cash Flows - Financing Activities
Change in notes payable		53.1			1,164.5			(37.3	)		1,681.3
Issuance of long-term debt		500.0			—			500.0			750.0
Payment of long-term debt		(500.1	)		(0.1	)		(600.0	)		(1,003.0	)
Proceeds from common stock issued on exercised options		50.6			77.0			91.4			90.5
Purchases of common stock for treasury		(600.5	)		(1,349.9	)		(601.2	)		(1,650.9	)
Dividends paid		(565.2	)		(575.5	)		(846.5	)		(856.3	)
Distributions to noncontrolling and redeemable interest holders		(45.3	)		(4.6	)		(48.3	)		(59.5	)
Other, net		(23.6	)		(31.4	)		(27.8	)		(35.2	)

Net cash used by financing activities		(1,131.0	)		(720.0	)		(1,569.7	)		(1,083.1	)

Effect of exchange rate changes on cash and cash equivalents		30.9			(32.7	)		46.3			(16.5	)

Increase in cash and cash equivalents		196.0			46.0			187.0			135.4
Cash and cash equivalents - beginning of year		766.1			763.7			766.1			763.7

Cash and cash equivalents - end of period	$	962.1		$	809.7		$	953.1		$	899.1

Cash Flow from changes in current assets and liabilities:
Receivables	$	(53.9	)	$	(45.3	)	$	(25.5	)	$	(75.1	)
Inventories		(15.6	)		(120.7	)		56.6			(42.1	)
Prepaid expenses and other current assets		42.3			(2.3	)		13.3			53.3
Accounts payable		377.0			(19.9	)		413.0			(100.4	)
Other current liabilities		12.5			(152.7	)		(62.5	)		(204.5	)

Changes in current assets and liabilities	$	362.3		$	(340.9	)	$	394.9		$	(368.8	)

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 (U.S. GAAP) 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 ended ~~November 26, 2017~~February 25, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending May 27, 2018.

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 28, 2017. 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 with the exception of the new accounting requirements adopted in the first quarter of fiscal 2018 for stock-based payments and goodwill impairment ~~testing.~~testing and new accounting requirements adopted in the third quarter of fiscal 2018 for the reclassification of certain income tax effects from accumulated other comprehensive income to retained earnings. See Note 1615 and Note 17 to the Consolidated Financial Statements in Part I, Item 1 of this report for additional information. Certain terms used throughout this report are defined in the “Glossary” section below.

In the ~~second quarter of fiscal~~nine-month period ended February 25, 2018, we recorded an adjustment related to a prior year which increased income tax expense and total liabilities by ~~$42.2~~$40.5 million in our Consolidated Financial Statements. We determined the adjustment to be immaterial to our estimated Consolidated Statements of Earnings for the fiscal year ended May 27, 2018.

During the third quarter of fiscal 2018, we entered into a definitive agreement and plan of merger with Blue Buffalo Pet Products, Inc. (“Blue Buffalo”), a publicly held pet food company, pursuant to which a subsidiary of General Mills will merge into Blue Buffalo, with Blue Buffalo surviving the merger as a wholly owned subsidiary of General Mills. Equity holders of Blue Buffalo will receive $40.00 per share in cash, representing an enterprise value of approximately $8.0 billion in addition to the assumption of approximately $394 million of outstanding debt which will be repaid upon transaction close. We expect to finance the transaction with a combination of debt, cash on hand and approximately $1.0 billion in equity. The transaction, which has been approved by the Boards of Directors of General Mills and Blue Buffalo, is subject to regulatory approvals and other customary closing conditions, and is expected to close by the end of fiscal 2018. Invus, LP and founding Bishop family shareholders, representing more than 50 percent of Blue Buffalo’s outstanding shares, have delivered written consents approving the transaction and no other approval of Blue Buffalo’s Board of Directors or shareholders is required to complete the transaction. We expect to report the consolidated results of Blue Buffalo as a segment in future periods.

During the second quarter of fiscal 2017, we sold our Martel, Ohio manufacturing facility in our Convenience Stores & 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.

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													Quarter Ended
	Nov. 26, 2017													Nov. 27, 2016
In Millions	Severance			Asset Write- offs		Accelerated Depreciation		Other			Total			Severance			Asset Write- offs		Accelerated Depreciation			Other		Total
Global reorganization	$	0.2		$	0.5	$	—	$	(0.1	)	$	0.6		$	—		$	—	$	—		$	—	$	—
Closure of Melbourne, Australia plant		—			—		0.6		2.2			2.8			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		(2.4	)		8.8		—		(7.7	)		(1.3	)		(0.1	)		—		7.0			0.1		7.0
Project Compass		—			—		—		—			—			—			—		—			—		—
Project Century		—			4.8		—		(4.7	)		0.1			0.2			5.0		5.4			5.3		15.9
Total	$	(2.2	)	$	14.1	$	0.6	$	(10.3	)	$	2.2		$	15.5		$	7.2	$	12.8		$	6.3	$	41.8

																										Quarter Ended										Quarter Ended
	Six-Month Period Ended													Six-Month Period Ended												Feb. 25, 2018										Feb. 26, 2017
	Nov. 26, 2017													Nov. 27, 2016
In Millions	Severance			Asset Write- offs		Accelerated Depreciation		Other			Total			Severance			Asset Write- offs		Accelerated Depreciation			Other		Total		Severance		Asset Write-offs		Accelerated Depreciation		Other		Total		Severance			Asset Write-offs		Accelerated Depreciation		Other		Total

Global reorganization	$	0.6		$	0.6	$	—	$	0.2		$	1.4		$	—		$	—	$	—		$	—	$	—	$	-	$	-	$	-	$	-	$	-	$	67.4		$	-	$	-	$	5.7	$	73.1

Closure of Melbourne, Australia plant		0.6			—		2.1		2.2			4.9			11.3			—		0.7			—		12.0		-		-		0.1		3.0		3.1		-			-		5.6		0.1		5.7

Restructuring of certain international product lines		—			—		—		—			—			6.4			35.8		(0.3	)		1.4		43.3		-		-		-		-		-		0.6			1.6		-		0.1		2.3

Closure of Vineland, New Jersey plant		(2.2	)		8.9		10.6		(5.2	)		12.1			12.3			—		14.0			1.6		27.9		-		-		-		0.2		0.2		-			0.4		7.1		0.2		7.7

Project Compass		(0.2	)		—		—		—			(0.2	)		—			—		0.2			0.8		1.0		-		-		-		-		-		(1.4	)		-		-		-		(1.4	)

Project Century		0.1			5.7		—		(4.3	)		1.5			0.5			8.1		14.6			6.9		30.1		-		0.7		-		2.9		3.6		0.2			1.7		3.4		1.8		7.1

Combination of certain operational facilities																											0.7		-		-		-		0.7		(0.5	)		-		-		-		(0.5	)


Total	$	(1.1	)	$	15.2	$	12.7	$	(7.1	)	$	19.7		$	30.5		$	43.9	$	29.2		$	10.7	$	114.3	$	0.7	$	0.7	$	0.1	$	6.1	$	7.6	$	66.3		$	3.7	$	16.1	$	7.9	$	94.0

In the third quarter of fiscal 2017, we approved restructuring actions designed to better align our organizational structure with our strategic initiatives. This action will affect approximately 600 positions and we expect to incur approximately $76 million of net expenses relating to these actions, all of which will be cash. We have recorded ~~$0.6~~$1.4 million of restructuring charges in the ~~second~~nine-month period ended February 25, 2018 relating to these actions. We recorded $73.1 million of restructuring charges in the third quarter of fiscal ~~2018 and $1.4 million in thesix-month~~ ~~period ended November 26, 2017 relating to these actions.~~2017. We expect these actions to be completed by the end of fiscal 2018.

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 Europe & Australia 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, of which approximately $3 million will be cash. We recorded ~~$2.8~~$3.1 million of restructuring charges in the ~~second~~third quarter of fiscal 2018 and ~~$4.9~~$8.0 million in the~~six-month~~ nine-month period ended ~~November 26, 2017~~February 25, 2018 relating to this action. We recorded ~~$12.0~~$5.7 million of restructuring charges in the ~~second~~third quarter of fiscal 2017 and ~~$12.0~~$17.7 million in the~~six-month~~ nine-month period ended ~~November 27, 2016.~~February 26, 2017. We expect this action to be completed by the end of fiscal 2019.

In the first quarter of fiscal 2017, we announced a plan to restructure certain product lines in our Asia & Latin America segment. To eliminate excess capacity, we closed our snacks manufacturing facility in Marília, Brazil and ceased production operations for meals and snacks at our facility in São Bernardo do Campo, Brazil. We also ceased production of certain underperforming snack products at our facility in Nanjing, China. These and other actions ~~will affect~~affected approximately 420 positions in our Brazilian operations and approximately 440 positions in our greater China operations. We expect to incur approximately $42 million of net expenses related to these actions, ~~most~~ of which approximately $6 million will be~~non-cash.~~ cash. There have been no restructuring charges in fiscal 2018 relating to these

actions. We recorded ~~$6.9~~$2.3 million of restructuring charges in the ~~second~~third quarter of fiscal 2017 and ~~$43.3~~$45.6 million in the~~six-month~~ nine-month period ended ~~November 27, 2016.~~February 26, 2017. We expect these actions to be completed by the end of fiscal 2019.

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 North America Retail segment. This action affected 380 positions, and we expect to incur approximately $54 million of net expenses relating to this action, of which approximately $11 million will be cash. We recorded ~~a net gain~~$0.2 million of ~~$1.3 million primarily related to the sale of assets~~restructuring charges in the ~~second~~third quarter of fiscal 2018 and ~~$12.1~~$12.3 million in the nine-month period ended February 25, 2018. We recorded $7.7 million of restructuring charges in the~~six-month~~ ~~period ended November 26, 2017. We recorded $7.0 million of restructuring expenses in the second~~ third quarter of fiscal 2017 and ~~$27.9~~$35.6 million in the~~six-month~~ nine-month period ended ~~November 27, 2016.~~February 26, 2017. We expect this action to be completed by the end of fiscal 2018.

During the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, we paid ~~$27.1~~$39.6 million in cash relating to restructuring initiatives and ~~$43.3~~$67.1 million in the~~six-month~~ nine-month period ended ~~November 27, 2016.~~February 26, 2017.

In addition to restructuring charges, we recorded ~~$4.2~~$3 million of project-related costs in cost of sales in the ~~second~~third quarter of fiscal 2018 and ~~$5.4~~$8.4 million in the~~six-month~~ nine-month period ended ~~November 26, 2017.~~February 25, 2018. We paid ~~$5.0~~$8.0 million in cash in the~~six-month~~ nine-month period ended ~~November 26, 2017~~February 25, 2018 for project-related ~~costs. We expect to incur approximately $8~~costs and $40.2 million ~~of project-related costs~~ in ~~future periods related to our restructuring initiatives.~~the nine-month period ended February 26, 2017.

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


	Quarter Ended				Six-Month Period Ended				Quarter Ended				Nine-Month Period Ended
In Millions	Nov. 26, 2017		Nov. 27, 2016		Nov. 26, 2017		Nov. 27, 2016		Feb. 25, 2018		Feb. 26, 2017		Feb. 25, 2018		Feb. 26, 2017
Cost of sales	$	0.6	$	12.8	$	12.9	$	26.4	$	0.1	$	16.4	$	13.0	$	42.8
Restructuring, impairment, and other exit costs		1.6		29.0		6.8		87.9		7.5		77.6		14.3		165.5

Total restructuring charges		2.2		41.8		19.7		114.3		7.6		94.0		27.3		208.3

Project-related costs classified in cost of sales	$	4.2	$	11.1	$	5.4	$	24.9	$	3.0	$	11.5	$	8.4	$	36.4

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


In Millions	Severance			Contract Termination			Other Exit Costs			Total			Severance			Contract Termination			Other Exit Costs			Total
Reserve balance as of May 28, 2017	$	81.8		$	0.7		$	2.5		$	85.0		$	81.8		$	0.7		$	2.5		$	85.0
Fiscal 2018 charges, including foreign currency translation		(2.0	)		0.2			0.4			(1.4	)		(1.8	)		0.2			(1.1	)		(2.7	)
Utilized in fiscal 2018		(35.5	)		(0.7	)		(0.8	)		(37.0	)		(43.0	)		(0.8	)		(0.9	)		(44.7	)
Reserve balance as of Nov. 26, 2017	$	44.3		$	0.2		$	2.1		$	46.6

Reserve balance as of Feb. 25, 2018													$	37.0		$	0.1		$	0.5		$	37.6

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, accelerated depreciation, 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	Nov. 26, 2017			May 28, 2017			Feb. 25, 2018			May 28, 2017

Goodwill	$	8,828.3		$	8,747.2		$	8,867.3		$	8,747.2
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles		4,203.4			4,161.1			4,222.2			4,161.1
Intangible assets subject to amortization:
Franchise agreements, customer relationships, and other finite-lived intangibles		555.2			524.8			570.0			524.8
Less accumulated amortization		(176.8	)		(155.5	)		(188.1	)		(155.5	)
Intangible assets subject to amortization, net		378.4			369.3			381.9			369.3
Other intangible assets		4,581.8			4,530.4			4,604.1			4,530.4
Total	$	13,410.1		$	13,277.6		$	13,471.4		$	13,277.6

Based on the carrying value of finite-lived intangible assets as of ~~November 26, 2017,~~February 25, 2018, annual amortization expense for each of the next five fiscal years is estimated to be approximately ~~$27~~$28 million.

During the third quarter of fiscal 2017, we announced a new global organization structure to streamline our leadership, enhance global scale, and drive improved operational agility to maximize our growth capabilities. As a result of this global reorganization, we reassessed our operating segments as well as our reporting units. Under our new organization structure, our chief operating decision maker assesses performance and makes decisions about resources to be allocated to our segments at the North America Retail, Convenience Stores & Foodservice, Europe & Australia, and Asia & Latin America operating segment level. See Note 15 for additional information on our operating segments. Our reporting units were unchanged with the exception of combining our former U.S. Meals and U.S. Baking reporting units into a single reporting unit.

The changes in the carrying amount of goodwill during fiscal 2018 were as follows:


In Millions	North America Retail		Convenience Stores & Foodservice		Europe & Australia		Asia & Latin America		Joint Ventures		Total		North America Retail		Convenience Stores & Foodservice		Europe & Australia		Asia & Latin America		Joint Ventures		Total

Balance as of May 28, 2017	$	6,406.5	$	918.8	$	700.8	$	312.4	$	408.7	$	8,747.2	$	6,406.5	$	918.8	$	700.8	$	312.4	$	408.7	$	8,747.2
Other activity, primarily foreign currency translation		6.5		—		43.5		3.7		27.4		81.1		7.3		-		68.4		3.8		40.6		120.1
Balance as of Feb. 25, 2018													$	6,413.8	$	918.8	$	769.2	$	316.2	$	449.3	$	8,867.3

Balance as of Nov. 26, 2017	$	6,413.0	$	918.8	$	744.3	$	316.1	$	436.1	$	8,828.3

The changes in the carrying amount of other intangible assets during fiscal 2018 were as follows:

Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of fiscal 2018, and we determined there was no impairment of our intangible assets as their related fair values were substantially in excess of the carrying values, except for theYokiandProgresso brand intangible assets and the Latin America reporting unit.

The excess fair value as of the fiscal 2018 test date of theYokiandProgressobrand intangible assets and the Latin America reporting unit is as follows:


In Millions	Carrying Value of Intangible Asset		Excess Fair Value as of Fiscal 2018 Test Date			Carrying Value of Intangible Asset		Excess Fair Value as of Fiscal 2018 Test Date

Yoki	$	138.2		1	%	$	138.2		1	%
Progresso		462.1		6	%		462.1		6	%
Latin America	$	272.0		21	%	$	272.0		21	%

In addition, while having significant coverage as of our fiscal 2018 assessment date, the FoodShouldTasteGoodandGreenGiantbrand intangible assets and the U.S. Yogurt reporting unit had risk of decreasing coverage. We will continue to monitor these businesses for potential impairment.


In Millions	Nov. 26, 2017			May 28, 2017			Feb. 25, 2018			May 28, 2017

Raw materials and packaging	$	400.7		$	395.4		$	392.3		$	395.4
Finished goods		1,211.6			1,224.3			1,169.8			1,224.3
Grain		118.9			73.0			101.6			73.0
Excess of FIFO over LIFO cost		(214.7	)		(209.1	)		(211.2	)		(209.1	)

Total	$	1,516.5		$	1,483.6		$	1,452.5		$	1,483.6

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), dairy products, 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 periods ended ~~November~~February 25, 2018 and February 26, 2017 ~~and November 27, 2016~~ included:


	Quarter Ended					Six-Month Period Ended						Quarter Ended					Nine-Month Period Ended
In Millions	Nov. 26, 2017			Nov. 27, 2016		Nov. 26, 2017			Nov. 27, 2016			Feb. 25, 2018			Feb. 26, 2017		Feb. 25, 2018			Feb. 26, 2017

Net gain (loss) onmark-to-market valuation of certain commodity positions	$	(0.6	)	$	3.0	$	(8.4	)	$	(15.9	)	$	0.3		$	-	$	(8.1	)	$	(15.9	)
Net loss on commodity positions reclassified from unallocated corporate items to segment operating profit		2.5			14.4		6.1			23.7			4.6			4.0		10.7			27.7
Netmark-to-market revaluation of certain grain inventories		2.6			11.7		8.6			4.7			(7.7	)		4.2		0.9			8.9

Netmark-to-market valuation of certain commodity positions recognized in unallocated corporate items	$	4.5		$	29.1	$	6.3		$	12.5		$	(2.8	)	$	8.2	$	3.5		$	20.7

As of ~~November 26, 2017,~~February 25, 2018, the net notional value of commodity derivatives was ~~$96.9~~$377.9 million, of which ~~$36.6~~$106.1 million related to energy inputs and ~~$60.3~~$271.8 million related to agricultural inputs. These contracts relate to inputs that generally will be utilized within the next 12 months.

In advance of planned debt financing related to the planned acquisition of Blue Buffalo, in fiscal 2018, we entered into $3,500.0 million of treasury locks due April 19, 2018, with an average fixed rate of 2.9 percent, of which $2,300.0 million were entered into in the third quarter of fiscal 2018. As of February 25, 2018, the net fair value of the treasury locks was a liability of less than $1 million.

In advance of planned debt financing, in fiscal 2018, we entered into $500.0 million of treasury locks due October 15, 2017 with an average fixed rate of 1.8 percent. All of these treasury locks were cash settled for $3.7 million during the second quarter of fiscal 2018, concurrent with the issuance of our $500.0 million5-year fixed-rate notes.

In advance of planned debt financing, during the third quarter of fiscal 2016 and the first quarter of fiscal 2017, we entered into $400.0 million and $100.0 million, respectively, of treasury locks due February 15, 2017 with an average fixed rate of 2.0 percent. All of these treasury locks were cash settled for $17.2 million during the third quarter of fiscal 2017, concurrent with the issuance of our $750.0 million10-year fixed-rate notes.

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 ~~November 26, 2017,~~February 25, 2018, and were Level 1 or Level 2 assets and liabilities in the fair value hierarchy. We did not significantly change our valuation techniques from prior periods.

We offer certain suppliers access to third party services that allow them to view our scheduled payments online. The third party services also allow suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party. We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third parties, or any financial institutions concerning these services. All of our accounts payable remain as obligations to our suppliers as stated in our supplier agreements. As of ~~November 26, 2017, $873.5~~February 25, 2018, $927.0 million of our total accounts payable were payable to suppliers who utilize these third party services.


In Millions	Nov. 26, 2017		May 28, 2017		Feb. 25, 2018		May 28, 2017
U.S. commercial paper	$	997.7	$	954.7	$	885.2	$	954.7
Financial institutions		300.3		279.4		325.6		279.4
Total	$	1,298.0	$	1,234.1	$	1,210.8	$	1,234.1

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.

In February 2018, we entered into afee-paid commitment letter with certain lenders, pursuant to which such lenders have committed to provide a364-day senior unsecured bridge term loan credit facility (the “Bridge Facility”) in an aggregate principal amount of up to $8.5 billion to provide the financing for the planned acquisition of Blue Buffalo. To the extent we obtain funding for the acquisition by issuing debt or equity securities, the availability of the Bridge Facility will be correspondingly reduced. The funding of the Bridge Facility is contingent on the satisfaction of certain customary conditions set forth in the commitment letter.

The following table details thefee-paid committed and uncommitted credit lines we had available as of ~~November 26, 2017:~~February 25, 2018:


In Billions	Facility Amount		Borrowed Amount		Facility Amount		Borrowed Amount

Credit facility expiring:
February 2019					$	8.5	$	-
May 2022	$	2.7	$	—		2.7		-
June 2019		0.2		0.1		0.2		0.2

Total committed credit facilities		2.9		0.1		11.4		0.2
Uncommitted credit facilities		0.5		0.2		0.5		0.2


Total committed and uncommitted credit facilities	$	3.4	$	0.3	$	11.9	$	0.4

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 ~~November 26, 2017.~~February 25, 2018.

The fair values and carrying amounts of long-term debt, including the current portion, were ~~$8,735.5~~$8,512.6 million and ~~$8,428.8~~$8,414.1 million, respectively, as of ~~November 26, 2017.~~February 25, 2018. 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 February 2018, we paid $113.8 million to repurchase $100.0 million of our previously issued 6.39% medium term notes due 2023. We recorded the $13.8 million premium paid in the repurchase as interest expense.

In October 2017, we issued $500.0 million principal amount of 2.6 percent fixed-rate notes due October 12, 2022. Interest on the notes is payable semi-annually in arrears. We may redeem the notes in whole, or in part, at any time at the applicable redemption price. The notes are senior unsecured obligations that include a change of control repurchase provision. The net proceeds, together with cash on hand, were used to repay $500.0 million of 1.4 percent fixed-rate notes.

In March 2017, we issued €300.0 million principal amount of floating-rate notes due March 20, 2019. Interest on the notes is payable quarterly in arrears. The notes are not generally redeemable prior to maturity. 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 outstanding commercial paper.

In January 2017, we issued $750.0 million principal amount of 3.2 percent fixed-rate notes due February 10, 2027. Interest on the notes is payable semi-annually in arrears. We may redeem the notes in whole, or in part, at any time at the applicable redemption price. The 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.

Certain of our long-term debt agreements contain restrictive covenants. As of ~~November 26, 2017,~~February 25, 2018, 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 portion of its redeemable interest to us at fair value once per year, up to three times before December 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 ~~November 26, 2017,~~February 25, 2018, the redemption value of the euro-denominated redeemable interest was ~~$793.4~~$817.5 million.

A subsidiary of Yoplait SAS has an exclusive milk supply agreement for its European operations with Sodiaal through July 1, 2021. Net purchases totaled ~~$112.3~~$172.7 million for the~~six-month~~ nine-month period ended ~~November 26, 2017~~February 25, 2018 and ~~$86.2~~$134.6 million for the~~six-month~~ nine-month period ended ~~November 27, 2016.~~February 26, 2017.

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 ~~November 26, 2017,~~February 25, 2018, we were in compliance with all of these covenants.


																														Quarter Ended														Quarter Ended
	Quarter Ended														Quarter Ended															Feb. 25, 2018														Feb. 26, 2017
	Nov. 26, 2017														Nov. 27, 2016															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							$	430.5		$	4.5	$	8.8								$	481.8		$	6.0		$	8.0								$	941.4		$	2.8	$	8.3								$	357.8		$	2.9		$	9.5


Other comprehensive income (loss):
Foreign currency translation	$	(43.3	)	$	—			(43.3	)		0.6		0.7		$	(49.6	)	$	—			(49.6	)		(18.0	)		(38.1	)	$	(6.9	)	$	-			(6.9	)		10.3		20.1		$	109.0		$	-			109.0			(0.5	)		5.2
Other fair value changes:
Securities		0.9			(0.4	)		0.5			—		—			(0.1	)		—			(0.1	)		—			—			0.8			(0.2	)		0.6			-		-			0.7			(0.2	)		0.5			-			-
Hedge derivatives		3.5			(2.5	)		1.0			—		(1.1	)		48.5			(16.0	)		32.5			—			(0.4	)		(7.2	)		1.2			(6.0	)		-		(0.7	)		(6.2	)		1.3			(4.9	)		-			-
Reclassification to earnings:
Hedge derivatives (a)		2.5			(1.0	)		1.5			—		(0.7	)		(7.0	)		0.2			(6.8	)		—			(1.0	)		3.9			(1.0	)		2.9			-		(0.1	)		(9.8	)		1.8			(8.0	)		-			(0.7	)
Amortization of losses and prior service costs (b)																															45.1			(14.4	)		30.7			-		-			48.0			(18.1	)		29.9			-			-

Amortization of losses and prior service costs (b)		43.8			(15.9	)		27.9			—		—			51.4			(19.6	)		31.8			—			—
Other comprehensive income (loss)	$	7.4		$	(19.8	)		(12.4	)		0.6		(1.1	)	$	43.2		$	(35.4	)		7.8			(18.0	)		(39.5	)	$	35.7		$	(14.4	)		21.3			10.3		19.3		$	141.7			$ (15.2	)		126.5			(0.5	)		4.5
Total comprehensive income (loss)							$	418.1		$	5.1	$	7.7								$	489.6		$	(12.0	)	$	(31.5	)

Total comprehensive income																																				$	962.7		$	13.1	$	27.6								$	484.3		$	2.4		$	14.0


																														Nine-Month Period Ended														Nine-Month Period Ended
	Six-Month Period Ended														Six-Month Period Ended															Feb. 25, 2018														Feb. 26, 2017
	Nov. 26, 2017														Nov. 27, 2016															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							$	835.2		$	6.0	$	11.2								$	890.8		$	7.8		$	16.7								$	1,776.6		$	8.8	$	19.5								$	1,248.6		$	10.7		$	26.2

Other comprehensive income (loss):
Foreign currency translation	$	(48.6	)	$	—			(48.6	)		22.1		46.0		$	37.0		$	—			37.0			(15.2	)		(47.1	)		$ (55.5	)	$	-			(55.5	)		32.4		66.1		$	146.0		$	-			146.0			(15.7	)		(41.9	)
Other fair value changes:
Securities		1.3			(0.5	)		0.8			—		—			0.5			(0.2	)		0.3			—			—			2.1			(0.7	)		1.4			-		-			1.2			(0.4	)		0.8			-			-
Hedge derivatives		(12.2	)		2.7			(9.5	)		—		0.6			58.7			(14.1	)		44.6			—			2.7			(19.4	)		3.9			(15.5	)		-		(0.1	)		52.5			(12.8	)		39.7			-			2.7
Reclassification to earnings:
Hedge derivatives (a)		3.3			(1.6	)		1.7			—		(1.1	)		(8.6	)		(0.4	)		(9.0	)		—			(1.6	)		7.2			(2.6	)		4.6			-		(1.2	)		(18.4	)		1.4			(17.0	)		-			(2.3	)
Amortization of losses and prior service costs (b)		87.6			(31.9	)		55.7			—		—			100.8			(38.4	)		62.4			—			—			132.7			(46.3	)		86.4			-		-			148.8			(56.5	)		92.3			-			-
Other comprehensive income (loss)	$	31.4		$	(31.3	)		0.1			22.1		45.5		$	188.4		$	(53.1	)		135.3			(15.2	)		(46.0	)	$	67.1			$ (45.7	)		21.4			32.4		64.8		$	330.1			$ (68.3	)		261.8			(15.7	)		(41.5	)
Total comprehensive income (loss)							$	835.3		$	28.1	$	56.7								$	1,026.1		$	(7.4	)	$	(29.3	)							$	1,798.0			$ 41.2	$	84.3								$	1,510.4		$	(5.0	)		$ (15.3	)

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


In Millions	Nov. 26, 2017			May 28, 2017			Feb. 25, 2018			May 28, 2017
Foreign currency translation adjustments	$	(673.3	)	$	(624.7	)	$	(680.2	)	$	(624.7	)
Unrealized gain (loss) from:
Securities		5.4			4.6			7.3			4.6
Hedge derivatives		(6.3	)		1.5			(11.0	)		1.5
Pension, other postretirement, and postemployment benefits:
Net actuarial loss		(1,588.8	)		(1,645.4	)		(1,886.8	)		(1,645.4	)
Prior service credits		18.6			19.5
Prior service costs								18.2			19.5

Accumulated other comprehensive loss	$	(2,244.4	)	$	(2,244.5	)	$	(2,552.5	)	$	(2,244.5	)

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 28, 2017, and Note 1617 to the Consolidated Financial Statements in Part I, Item 1 of this report.

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


	Quarter Ended				Six-Month Period Ended				Quarter Ended				Nine-Month Period Ended
In Millions	Nov. 26, 2017		Nov. 27, 2016		Nov. 26, 2017		Nov. 27, 2016		Feb. 25, 2018		Feb. 26, 2017		Feb. 25, 2018		Feb. 26, 2017
Compensation expense related to stock-based payments	$	19.3	$	18.6	$	48.9	$	57.6	$	14.5	$	20.1	$	63.4	$	77.7

Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings includes amounts recognized in restructuring, impairment, and other exit costs in fiscal 2017 and fiscal 2018.

As of ~~November 26, 2017,~~February 25, 2018, unrecognized compensation expense related tonon-vested stock options, restricted stock units, and performance share units was ~~$128.4~~$110.9 million. This expense will be recognized over 2523 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:


	Six-Month Period Ended				Nine-Month Period Ended
In Millions	Nov. 26, 2017		Nov. 27, 2016		Feb. 25, 2018		Feb. 26, 2017
Net cash proceeds	$	50.6	$	77.0	$	91.4	$	90.5
Intrinsic value of options exercised	$	46.0	$	131.9	$	79.9	$	153.1

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 28, 2017.

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						Nine-Month Period Ended
	Nov. 26, 2017			Nov. 27, 2016			Feb. 25, 2018			Feb. 26, 2017
Estimated fair values of stock options granted	$	6.18		$	8.80			$6.18			$8.80
Assumptions:
Risk-free interest rate		2.2	%		1.7	%		2.2	%		1.7	%
Expected term		8.2 years			8.5 years			8.2 years			8.5 years
Expected volatility		15.8	%		17.8	%		15.8	%		17.8	%
Dividend yield		3.6	%		2.9	%		3.6	%		2.9	%


	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 28, 2017		29,834.4		$	40.47						29,834.4		$	40.47
Granted		2,816.7			55.52						2,816.7			55.52
Exercised		(1,930.2	)		31.13						(3,207.2	)		31.43
Forfeited or expired		(85.4	)		58.11						(146.8	)		58.69
Outstanding as of Nov. 26, 2017		30,635.5		$	42.40		4.47	$	384.7
Exercisable as of Nov. 26, 2017		21,551.0		$	35.81		2.88	$	384.7
Outstanding as of Feb. 25, 2018											29,297.1		$	42.82		4.36	$	343.4
Exercisable as of Feb. 25, 2018											20,297.2		$	36.08		2.74	$	343.4


											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 28, 2017		4,491.2		$	56.08		123.3		$	56.93		4,491.2		$	56.08		123.3		$	56.93
Granted		1,448.4			55.34		43.0			55.49		1,473.6			55.37		42.9			55.49
Vested		(1,509.5	)		49.80		(35.8	)		49.36		(1,738.9	)		50.53		(36.2	)		49.42
Forfeited		(330.0	)		63.98		(8.2	)		58.91		(415.9	)		62.63		(9.4	)		58.91
Non-vested as of Nov. 26, 2017		4,100.1		$	57.49		122.3		$	58.34
Non-vested as of Feb. 25, 2018												3,810.0		$	57.62		120.6		$	58.31

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


	Six-Month Period Ended				Nine-Month Period Ended
In Millions	Nov. 26, 2017		Nov. 27, 2016		Feb. 25, 2018		Feb. 26, 2017
Total grant date fair value	$	77.0	$	59.6	$	89.7	$	71.2


	Quarter Ended				Six-Month Period Ended				Quarter Ended				Nine-Month Period Ended
In Millions, Except per Share Data	Nov. 26, 2017		Nov. 27, 2016		Nov. 26, 2017		Nov. 27, 2016		Feb. 25, 2018		Feb. 26, 2017		Feb. 25, 2018		Feb. 26, 2017
Net earnings attributable to General Mills	$	430.5	$	481.8	$	835.2	$	890.8	$	941.4	$	357.8	$	1,776.6	$	1,248.6


Average number of common shares - basic EPS		571.3		588.8		574.0		594.4		572.5		580.7		573.4		589.8
Incremental share effect from: (a)
Stock options		7.0		8.1		7.6		8.8		7.9		7.8		7.7		8.5
Restricted stock, restricted stock units, and other		2.0		2.8		2.0		2.8		2.3		2.9		2.1		2.8
Average number of common shares - diluted EPS		580.3		599.7		583.6		606.0		582.7		591.4		583.2		601.1

Earnings per share - basic	$	0.75	$	0.82	$	1.46	$	1.50	$	1.64	$	0.62	$	3.10	$	2.12
Earnings per share - diluted	$	0.74	$	0.80	$	1.43	$	1.47	$	1.62	$	0.61	$	3.05	$	2.08

Quarter Ended

Six-Month
Period Ended

Quarter Ended

Nine-Month
Period Ended

In Millions

Nov. 26,
2017

Nov. 27,
2016

Nov. 26,
2017

Nov. 27,
2016

Feb. 25,
2018

Feb. 26,
2017

Feb. 25,
2018

Feb. 26,
2017

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

9.2

2.5

7.5

2.2

5.2

2.4

6.8

2.2


									Quarter Ended				Nine-Month Period Ended
	Quarter Ended				Six-Month Period Ended
In Millions	Nov. 26, 2017		Nov. 27, 2016		Nov. 26, 2017		Nov. 27, 2016		Feb. 25, 2018		Feb. 26, 2017		Feb. 25, 2018		Feb. 26, 2017
Shares of common stock		—		14.9		10.9		20.5		-		4.9		10.9		25.4
Aggregate purchase price	$	0.2	$	950.2	$	600.5	$	1,349.9		$0.7		$301.0		$601.2		$1,650.9


	Six-Month Period Ended				Nine-Month Period Ended
In Millions	Nov. 26, 2017		Nov. 27, 2016		Feb. 25, 2018		Feb. 26, 2017
Net cash interest payments	$	133.7	$	141.9	$	237.9	$	263.8
Net income tax payments	$	333.0	$	290.8	$	424.3	$	394.3

In fiscal 2017, we changed the method used to estimate the service and interest cost components of the net periodic benefit expense for our United States and most of our international defined benefit pension, other postretirement benefit, and postemployment benefit plans. 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.


	Defined Benefit Pension Plans						Other Postretirement Benefit Plans						Postemployment Benefit Plans				Defined Benefit Pension Plans						Other Postretirement Benefit Plans						Postemployment Benefit Plans
	Quarter Ended						Quarter Ended						Quarter Ended				Quarter Ended						Quarter Ended						Quarter Ended
In Millions	Nov. 26, 2017			Nov. 27, 2016			Nov. 26, 2017			Nov. 27, 2016			Nov. 26, 2017		Nov. 27, 2016		Feb. 25, 2018			Feb. 26, 2017			Feb. 25, 2018			Feb. 26, 2017			Feb. 25, 2018		Feb. 26, 2017

Service cost																	$	25.7		$	29.9		$	2.9		$	3.2		$	2.1	$	2.2
Interest cost																		54.5			54.1			7.6			8.2			0.6		0.7
Expected return on plan assets																		(120.1	)		(121.6	)		(13.0	)		(12.1	)		-		-
Amortization of losses																		44.6			47.2			0.2			0.6			0.2		0.4
Amortization of prior service costs (credits)																		0.4			0.6			(1.3	)		(1.5	)		0.2		0.2
Other adjustments																		-			-			-			-			0.4		3.4

Net expense (income)																	$	5.1		$	10.2		$	(3.6	)	$	(1.6	)	$	3.5	$	6.9


																	Defined Benefit Pension Plans						Other Postretirement Benefit Plans						Postemployment Benefit Plans
																	Nine-Month Period Ended						Nine-Month Period Ended						Nine-Month Period Ended
In Millions																	Feb. 25, 2018			Feb. 26, 2017			Feb. 25, 2018			Feb. 26, 2017			Feb. 25, 2018		Feb. 26, 2017

Service cost	$	25.7		$	30.0		$	2.9		$	3.1		$	2.2	$	2.2	$	77.1		$	89.9		$	8.7		$	9.4		$	6.4	$	6.6
Interest cost		54.5			54.1			7.6			7.9			0.5		0.7		163.4			162.4			22.8			24.2			1.7		2.1
Expected return on plan assets		(120.1	)		(121.7	)		(13.1	)		(12.1	)		—		—		(360.1	)		(365.1	)		(39.1	)		(36.3	)		-		-
Amortization of losses		44.1			47.6			0.2			0.7			0.2		0.5		132.8			142.2			0.6			1.9			0.6		1.3
Amortization of prior service costs (credits)		0.5			0.6			(1.3	)		(1.3	)		0.1		0.1		1.4			1.8			(4.0	)		(4.1	)		0.5		0.5
Other adjustments		—			2.1			—			1.3			3.4		3.4		-			2.1			-			1.3			7.2		10.2
Settlement or curtailment losses		—			2.9			—			0.7			—		—		-			4.4			-			0.7			-		-

Net expense (income)	$	4.7		$	15.6		$	(3.7	)	$	0.3		$	6.4	$	6.9	$	14.6		$	37.7		$	(11.0	)	$	(2.9	)	$	16.4	$	20.7


	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. 26, 2017			Nov. 27, 2016			Nov. 26, 2017			Nov. 27, 2016			Nov. 26, 2017		Nov. 27, 2016
Service cost	$	51.4		$	60.0		$	5.8		$	6.2		$	4.3	$	4.4
Interest cost		108.9			108.3			15.2			16.0			1.1		1.4
Expected return on plan assets		(240.0	)		(243.5	)		(26.1	)		(24.2	)		—		—
Amortization of losses		88.2			95.0			0.4			1.3			0.4		0.9
Amortization of prior service costs (credits)		1.0			1.2			(2.7	)		(2.6	)		0.3		0.3
Other adjustments		—			2.1			—			1.3			6.8		6.8
Settlement or curtailment losses		—			4.4			—			0.7			—		—
Net expense (income)	$	9.5		$	27.5		$	(7.4	)	$	(1.3	)	$	12.9	$	13.8

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (TCJA) was signed into law. The TCJA results in significant revisions to the U.S. corporate income tax system, including a reduction in the U.S. corporate income tax rate, implementation of a territorial system and aone-time deemed repatriation tax on untaxed foreign earnings. The TCJA also results in a U.S. federal statutory blended rate of 29.4 percent for fiscal 2018. Generally, the impacts of the new legislation would be required to be recorded in the period of enactment which for us is the third quarter of fiscal 2018. However, Accounting Standards Update2018-05:Income Taxes (Topic 740) (ASU2018-05) was issued with guidance allowing for the recognition of provisional amounts in the event that the accounting is not complete and a reasonable estimate can be made. The guidance allows for a measurement period of up to one year from the enactment date to finalize the accounting related to the TCJA.

As of February 25, 2018, we have not completed our accounting for the tax effects of the TCJA. During the third quarter of fiscal 2018, we recorded a provisional net benefit using reasonable estimates for those tax effects based on analysis and information available to date. The provisional net benefit is subject to revisions as we complete our analysis of the TCJA, collect and prepare necessary data, and interpret any additional guidance issued by the U.S. Treasury Department, Internal Revenue Service, Financial Accounting Standards Board, and other standard setting and regulatory bodies. Adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. Our accounting for the tax effects of the TCJA will be completed during the measurement period of up to one year from the enactment date.

During the third quarter of fiscal year 2018, we recorded an estimated net discrete benefit of $503.8 million. This net benefit consists primarily of a $617.8 million provisional deferred tax benefit from revaluing our net U.S. deferred tax liabilities to reflect the new U.S. corporate tax rate, partially offset by an $83.9 million provisional charge for the estimated transition tax and an additional $30.1 million provisional deferred tax liability related to changes in our assertion that we will reinvest unremitted foreign earnings indefinitely.

Our estimate of the deferred tax benefit due to the revaluation of our net U.S. deferred tax liabilities is a provisional amount under the guidance in ASU2018-05. Due to the newly enacted U.S. tax rate change, timing differences that are estimated balances as of the date of enactment will result in changes to our estimate of the deferred rate change when those estimates are finalized with the filing of our fiscal 2018 income tax return. This is a result of the different federal income tax rates of 29.4 percent and 21.0 percent for fiscal 2018 and fiscal 2019, respectively. Since many of the deferred tax balances in the period of enactment include estimates of events that have not yet occurred, we are unable to determine the final impact of the tax rate change at this time.

As a result of the TCJA, we arere-evaluating our assertion regarding the indefinite reinvestment of foreign earnings for most legal entities owned directly by our U.S. subsidiaries, and as such, we may need to accrue additional deferred taxes related to any changes in our assertion. As of the end of the third quarter of fiscal 2018, we have recorded a provisional estimate for local country withholding taxes related to certain entities from which we expect to repatriate undistributed earnings. However, we do not have the necessary information gathered, prepared and analyzed to make a reasonable estimate of the deferred taxes related to the rest of our foreign subsidiaries where we may change our indefinite reinvestment assertion. We will gather the information necessary for those subsidiaries and record any new deferred taxes in future periods once the analysis is complete.

In general, the transition tax is a result of the deemed repatriation imposed by the new legislation that results in the taxation of our accumulated foreign earnings and profits (E&P) at a 15.5 percent rate on liquid assets (i.e. cash and other specified assets) and 8 percent on the remaining unremitted foreign E&P, both net of foreign tax credits. At this time, we have not yet gathered, prepared and analyzed the information necessary to complete the complex calculations required to finalize the amount of our transition tax. We believe that our provisional calculations result in a reasonable estimate of the transition tax and related foreign tax credit, and as such have included those amounts in our provisional estimate in the third quarter of fiscal 2018. As we complete the analysis of accumulated foreign E&P and related foreign taxes paid on an entity by entity basis and finalize the amounts held in cash or other specified assets, we will update our provisional estimate of the transition tax and related foreign tax credit in a future period.

The legislation also includes provisions that will affect our fiscal 2019 results, including but not limited to, a reduction in the U.S. corporate tax rate on domestic operations; the creation of a new minimum tax called the base erosion anti-abuse tax; a new provision that taxes U.S. allocated expenses as well as currently taxes certain income from foreign operations (Global Intangible Low Tax Income or GILTI); a new limitation on deductible interest expense; the repeal of the domestic manufacturing deduction; and limitations on the deductibility of certain executive compensation.

While the new legislation generally eliminates U.S. federal income tax on dividends from foreign subsidiaries going forward, certain income earned by certain subsidiaries must be included currently in our U.S. taxable income under the new GILTI inclusion rules. Because of the complexity of the new GILTI rules, we are evaluating this provision and the application of U.S. GAAP. Under U.S. GAAP, we are allowed to make an accounting policy election and record the taxes as a period cost as incurred or factor such amounts into the measurement of deferred taxes. We have not yet computed a reasonable estimate of the effect of this provision and therefore, have not made a policy decision regarding this item.

In addition, in the third quarter of fiscal 2018, we adopted new accounting requirements that provide the option to reclassify stranded income tax effects resulting from TCJA from AOCI to retained earnings. We elected to reclassify the stranded income tax effects of the TCJA of $329.4 million from AOCI to retained earnings. This reclassification consists of deferred taxes originally recorded in AOCI that exceed the newly enacted federal corporate tax rate. The new accounting requirements allow for adjustments to reclassification amounts in subsequent periods as a result of changes to the provisional amounts recorded.

We operate in the consumer foods industry. ~~In the third quarter~~We have four operating segments by type of ~~fiscal 2017, we announced a new global organization structure to streamline our leadership, enhance global scale,~~customer and drive improved operational agility to maximize our growth capabilities. This global reorganization required us to reevaluate our operating segments. Under our new organization structure, our chief operating decision maker assesses performance and makes decisions about resources to be allocated to our operating segmentsgeographic region as follows: North America Retail; Convenience Stores & Foodservice; Europe & Australia; and Asia & Latin America.

We have restated our net sales by segment and segment operating profit to reflect our new operating segments. These segment changes had no effect on previously reported consolidated net sales, operating profit, net earnings attributable to General Mills, or earnings per share.

Our North America Retail operating segment consists of our former U.S. Retail operating units and our Canada region. Within our North America Retail operating segment, our former U.S. Meals operating unit and U.S. Baking operating unit have been combined into one operating unit: U.S. Meals & Baking. The segment reflects business with a wide variety of grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount chains, ande-commerce grocery providers. 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 refrigerated yogurt, nutrition bars, meal kits, salty snacks,ready-to-eat cereal, and grain snacks.

Our major product categories in our Convenience Stores & Foodservice operating segment areready-to-eat cereals, snacks, refrigerated yogurt, frozen meals, unbaked and fully baked frozen dough products, and baking 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 in the United States.

Our Europe & Australia operating ~~segment consists of our former Europe region. The~~ segment reflects retail and foodservice businesses in the greater Europe and Australia regions. Our product categories include refrigerated yogurt, meal kits, super-premium ice cream, refrigerated and frozen dough products, shelf stable vegetables, grain snacks, and dessert and baking mixes. We also sell super-premium ice cream directly to consumers through owned retail shops. Revenues from franchise fees are reported in the region or country where the end customer is located.

Our ~~Convenience Stores & Foodservice operating segment was unchanged. Our major product categories in this segment areready-to-eat~~ cereals, snacks, refrigerated yogurt, frozen meals, unbaked and fully baked frozen dough products, and baking 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 in the United States.

~~Our~~ Asia & Latin America operating ~~segment consists of our former Asia/Pacific and Latin America regions. The~~ segment consists of retail and foodservice businesses in the greater Asia and South America regions. Our product categories include super-premium ice cream and frozen desserts, refrigerated and frozen dough products, dessert and baking mixes, meal kits, salty and grain snacks, wellness beverages, and refrigerated yogurt. We also sell super-premium ice cream and frozen desserts directly to consumers through owned retail shops. Our Asia & Latin America segment also includes products manufactured in the United States for export, mainly to Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from export activities are reported in the region or country where the end customer is located.

Operating profit for these segments excludes unallocated corporate items, gain or loss on 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, 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				Six-Month Period Ended				Quarter Ended					Nine-Month Period Ended
In Millions	Nov. 26, 2017		Nov. 27, 2016		Nov. 26, 2017		Nov. 27, 2016		Feb. 25, 2018			Feb. 26, 2017		Feb. 25, 2018		Feb. 26, 2017

Net sales:
North America Retail	$	2,771.8	$	2,748.8	$	5,210.0	$	5,305.8	$	2,517.4		$	2,499.0	$	7,727.4	$	7,804.8
Convenience Stores & Foodservice		512.2		487.5		959.3		933.8		460.3			448.5		1,419.6		1,382.3
Europe & Australia		466.7		435.1		958.6		913.5		469.8			424.5		1,428.4		1,338.0
Asia & Latin America		448.0		440.7		840.0		866.9		434.8			421.2		1,274.8		1,288.1

Total	$	4,198.7	$	4,112.1	$	7,967.9	$	8,020.0	$	3,882.3		$	3,793.2	$	11,850.2	$	11,813.2

Operating profit:
North America Retail	$	622.9	$	651.0	$	1,156.1	$	1,279.2	$	518.3		$	516.7	$	1,674.4	$	1,795.9
Convenience Stores & Foodservice		106.5		109.1		191.3		201.8		84.3			93.6		275.6		295.4
Europe & Australia		26.9		41.3		57.5		85.2		27.3			42.0		84.8		127.2
Asia & Latin America		16.7		29.0		32.2		51.3		(2.1	)		10.0		30.1		61.3

Total segment operating profit		773.0		830.4		1,437.1		1,617.5		627.8			662.3		2,064.9		2,279.8
Unallocated corporate items		41.6		19.0		74.7		101.4		27.6			42.2		102.3		143.6
Divestiture loss		—		13.5		—		13.5		-			-		-		13.5
Restructuring, impairment, and other exit costs		1.6		29.0		6.8		87.9		7.5			77.6		14.3		165.5

Operating profit	$	729.8	$	768.9	$	1,355.6	$	1,414.7	$	592.7		$	542.5	$	1,948.3	$	1,957.2

In the first quarter of fiscal 2018, we adopted new requirements for the accounting and presentation of stock-based payments. The adoption of this guidance resulted in the prospective recognition of realized windfall and shortfall tax benefits related to the exercise or vesting of stock-based awards in our Consolidated Statements of Earnings instead of additionalpaid-in capital within our Consolidated Balance Sheets. We recognized a windfall tax benefit in income tax expense in our Consolidated Statements of Earnings of ~~$2.5~~$6.6 million in the ~~second~~third quarter of fiscal 2018 and ~~$20.2~~$26.8 million in the~~six-month~~ nine-month period ended ~~November 26, 2017.~~February 25, 2018. We retrospectively adopted the guidance related to reclassification of realized windfall tax benefits in our Consolidated Statements of Cash Flows. This resulted in reclassifications of ~~$20.2~~$26.8 million and ~~$59.7~~$65.1 million of cash provided by financing activities to operating activities for the~~six-month~~ nine-month periods ended ~~November~~February 25, 2018 and February 26, 2017, ~~and November 27, 2016,~~ respectively. Additionally, we retrospectively adopted the guidance related to reclassification of employee tax withholdings in our Consolidated Statements of Cash Flows. This resulted in reclassifications of $21.4 million and ~~$31.4~~$35.2 million of cash used by operating activities to financing activities for the~~six-month~~ nine-month periods ended ~~November~~February 25, 2018 and February 26, 2017, ~~and November 27, 2016,~~ respectively. Stock-based compensation expense continues to reflect estimated forfeitures.

In the first quarter of fiscal 2018, we adopted new accounting requirements which permit reporting entities to measure a goodwill impairment loss by the amount by which a reporting unit’s carrying value exceeds the reporting unit’s fair value. Previously, goodwill impairment losses were required to be measured by determining the implied fair value of goodwill. Our annual goodwill impairment test was performed as of the first day of the second quarter of fiscal 2018, and the adoption of this guidance did not impact our results of operations or financial position.

Subsequent to the end of the third quarter fiscal 2018, we approved global cost savings initiatives designed to reduce administrative costs and align resources behind high growth priorities. In the fourth quarter of fiscal 2018, we expect to record total charges of approximately $40 to $60 million, primarily reflecting employee termination benefits, all of which will be cash. The majority of these actions will be completed by the end of fiscal 2018 with the remainder completed in fiscal 2019 subject to consultation as locally required.

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 28, 2017 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.

In the ~~second~~third quarter of fiscal 2018, net sales increased 2 percent compared to the same period last year, driven by favorable foreign currency exchange and favorable net price realization and mix. Increased contributions from volume growth in the North America Retail and Convenience Stores & Foodservice ~~and Europe & Australia~~ segments were ~~partially~~ offset by lower contributions from volume growth in the Europe & Australia and Asia & Latin America ~~segment.~~segments. In the ~~second~~third quarter, increased sales from innovation ~~higher brand-building investment,~~ and ~~more effective~~ merchandising contributed to organic net sales growth of 1 percent and market share gains in the majority of our key global platforms. Operating profit margin of ~~17.4~~15.3 percent was ~~down 130~~up 100 basis points fromyear-ago levels primarily driven by a decrease in restructuring expenses, partially offset by lower segment operating profit ~~results and lowermark-to-market~~ ~~valuation of certain commodity positions, partially offset by a decrease in restructuring expenses.~~results. Adjusted operating profit margin decreased ~~220~~120 basis points to ~~17.4~~15.7 percent, primarily driven by higher input costs, ~~including currency-driven inflation on imported products in certain markets, unfavorable trade expense phasing~~partially offset by improved price realization and ~~higher~~mix and lower media and advertising ~~expense, partially offset by benefits from cost savings initiatives.~~expense. Diluted earnings per share of ~~$0.74 decreased 8~~$1.62 increased 166 percent compared to the ~~second~~third quarter of fiscal 2017 and adjusted diluted earnings per share of ~~$0.82,~~$0.79, which excludes certain items affecting comparability, on a constant-currency basis ~~decreased 5~~increased 8 percent compared to the ~~second~~third quarter last year (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 ~~second~~third quarter of fiscal 2018 follows:


Quarter Ended Nov. 26, 2017	In millions, except per share		��	Quarter Ended Nov. 26, 2017 vs. Nov. 27, 2016			Percent of Net Sales			Constant- Currency Growth (a)
Quarter Ended Feb. 25, 2018													In millions, except per share		Quarter Ended Feb. 25, 2018 vs. Feb. 26, 2017			Percent of Net Sales			Constant- Currency Growth (a)

Net sales	$	4,198.7			2	%							$	3,882.3		2	%
Operating profit		729.8			(5	)%		17.4	%					592.7		9	%		15.3	%
Net earnings attributable to General Mills		430.5			(11	)%								941.4		163	%
Diluted earnings per share	$	0.74			(8	)%							$	1.62		166	%

Organic net sales growth rate (a)					1	%										1	%
Total segment operating profit (a)		773.0			(7	)%					(8	)%		627.8		(5	)%					(6)%
Adjusted operating profit margin (a)								17.4	%										15.7	%
Diluted earnings per share, excluding certain items affecting comparability (a)	$	0.82			(4	)%					(5	)%	$	0.79		10	%					8 %


								Quarter Ended

	Quarter Ended							Feb. 25, 2018		Feb. 25, 2018 vs Feb. 26, 2017			Feb. 26, 2017
	Nov. 26, 2017		Nov. 26, 2017 vs Nov. 27, 2016			Nov. 27, 2016
Net sales (in millions)	$	4,198.7		2	%	$	4,112.1	$	3,882.3		2	%	$	3,793.2

Contributions from volume growth (a)				Flat							(1	)pt
Net price realization and mix				1	pt						1	pt
Foreign currency exchange				1	pt						2	pts

The 2 percent increase in net sales in the ~~second~~third quarter of fiscal 2018 was primarily driven by favorable foreign currency exchange and favorable net price realization and mix. All four segments contributed to the increase in net sales in the ~~second~~third quarter of fiscal 2018 compared to the same period last year.

Organic net sales increased 1 percent in the ~~second~~third quarter of fiscal 2018 primarily driven by favorable organic 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.

Costofsalesincreased ~~$163~~$142 million from the ~~second~~third quarter of fiscal 2017 to ~~$2,756~~$2,627 million. The increase included a ~~$148~~$180 million increase attributable to product rate and mix ~~and~~partially offset by a $9$24 million ~~increase~~decrease attributable to ~~higher~~lower volume. We recorded a $4$3 million net ~~decrease~~increase in cost of sales related to themark-to-market valuation of certain commodity positions and grain inventories in the ~~second~~third quarter of fiscal 2018 compared to a net decrease of ~~$29~~$8 million in the ~~second~~third quarter of fiscal 2017. We recorded ~~$1 million of~~immaterial restructuring charges in cost of sales in the ~~second~~third quarter of fiscal 2018 compared to ~~$13~~$16 million in the same period last year. We also recorded $4$3 million of restructuring initiative project-related costs in the ~~second~~third quarter of fiscal 2018 compared to ~~$11~~$12 million in the same period last year (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report).

Selling,general,andadministrative(SG&A)expenses ~~increased $4~~decreased $32 million to ~~$712~~$655 million in the ~~second~~third quarter of fiscal 2018 compared to the same period in fiscal 2017. The ~~increase~~decrease in SG&A expenses primarily reflects a 722 percentage point ~~increase~~decrease in media and advertising expense ~~partially offset by~~and savings from cost management initiatives. In addition, we recorded $4 million of transaction costs related to our planned acquisition of Blue Buffalo Pet Products, Inc., (“Blue Buffalo”). SG&A expenses as a percent of net sales in the ~~second~~third quarter of fiscal 2018 decreased 30120 basis points compared with the ~~second~~third quarter of fiscal 2017.

~~Divestiture~~Restructuring, impairment, and other exit costs~~Loss~~totaled ~~$14 million from the sale of our Martel, Ohio manufacturing facility during the second quarter of fiscal 2017.~~

~~Restructuring,~~~~impairment,~~~~and~~~~other~~~~exit~~~~costs~~ ~~totaled $2~~$8 million in the ~~second~~third quarter of fiscal 2018 compared to ~~$29~~$78 million in the same period last year.

Total charges associated with our current restructuring initiatives were as follows:


	Quarter Ended										Quarter Ended
In Millions	Nov. 26, 2017						Nov. 27, 2016				Feb. 25, 2018					Feb. 26, 2017
	Charge			Cash			Charge		Cash		Charge		Cash			Charge			Cash
Global reorganization	$	0.6		$	11.1		$	—	$	—		$-		$6.2			$73.1			$9.2
Closure of Melbourne, Australia plant		2.8			2.6			12.0		—		3.1		3.2			5.7			0.1
Restructuring of certain international product lines		—			—			6.9		7.1		-		-			2.3			0.2
Closure of Vineland, New Jersey plant		(1.3	)		(9.1	)		7.0		1.2		0.2		1.2			7.7			0.3
Project Compass		—			0.6			—		3.7		-		(0.1	)		(1.4	)		3.4
Project Century		0.1			(5.0	)		15.9		13.0		3.6		1.2			7.1			8.9
Project Catalyst		—			—			—		0.9		-		-			-			0.6
Combination of certain operational facilities		—			0.2			—		1.5		0.7		0.8			(0.5	)		1.1

Total restructuring charges (a)		2.2			0.4			41.8		27.4		7.6		12.5			94.0			23.8
Project-related costs		4.2			2.3			11.1		11.9		3.0		3.0			11.5			11.5

Restructuring charges and project-related costs	$	6.4		$	2.7		$	52.9	$	39.3		$10.6		$15.5			$105.5			$35.3

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 ~~second~~third quarter of fiscal 2018 totaled ~~$75~~$89 million, ~~down $1~~up $13 million from fiscal 2017, primarily driven ~~primarily~~ by ~~lower rates~~$14 million of charges related to the repurchase of medium term notes and ~~changes~~$2 million of charges related to the bridge term loan credit facility undertaken in order to provide financing for the ~~mix of debt, partially offset by higher average debt balances.~~Blue Buffalo acquisition.

Theeffectivetaxrate for the ~~second~~third quarter of fiscal 2018 was ~~35.9~~an 85.9 percent benefit compared to ~~32.8~~a 23.0 percent charge for the ~~second~~third quarter of fiscal 2017. The ~~3.1~~108.9 percentage point ~~increase~~decrease in our effective tax rate as compared to the prior year was primarily due to ~~a $42~~the provisional net benefit of approximately $504 million ~~prior year adjustment~~ recorded in the ~~second~~third quarter of fiscal 2018 ~~(see Note 1~~related to the ~~Consolidated Financial Statements in Part 1, Item 1 of this report), partially offset by favorable impacts from certain changes in French tax law~~Tax Cuts and the prospective adoption of the new accounting standard related to windfall tax benefits from stock-based payments (see Note 16 to the Consolidated Financial Statements in Part 1, Item 1 of this report)Jobs Act (TCJA). Our effective tax rate excluding certain items affecting comparability was ~~29.3~~15.2 percent in the third quarter ~~ended November 26, 2017~~of fiscal 2018 compared to ~~32.4~~24.7 percent in the ~~same period last year~~third quarter of fiscal 2017 (see the“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The 9.5 percentage point decrease in the effective tax rate excluding certain items affecting comparability was primarily due to the lower U.S. federal blended statutory rate for fiscal 2018, including an adjustment to reduce the tax expense recorded in the first half of fiscal 2018 to the lower blended statutory rate, as a result of the TCJA, partially offset by nonrecurring discrete benefits recorded in the third quarter of fiscal 2017.

On December 22, 2017 the TCJA was signed into law. The ~~United States Congress is currently working on enacting a tax reform bill, which would result~~TCJA results in significant ~~changes~~revisions to the U.S. corporate income tax ~~system. We expect~~system, including a reduction in the U.S. corporate income tax rate, implementation of a territorial system, and a deemed repatriation tax on untaxed foreign earnings. The TCJA also results in a U.S. federal blended statutory rate of 29.4 percent for fiscal 2018. Generally, the impacts of the new legislation would be required to be recorded in the period of enactment, which for us is the third quarter of fiscal 2018. However, Accounting Standards Update2018-05:Income Taxes (Topic 740) (ASU2018-05) was issued with guidance allowing for the recognition of provisional amounts in the event that ifthe accounting is not complete and a ~~bill is enacted, it could have~~reasonable estimate can be made. The guidance allows for a ~~material impact on our~~measurement period of up to one year to finalize the accounting related to the TCJA. See Note 15 to the Consolidated Financial Statements in ~~future periods. We continue to monitor developments and assess the impact to General Mills.~~Part 1, Item 1 of this report for additional information.

After-taxearningsfromjointventures ~~decreased~~increased $6 million to ~~$24~~$17 million for the ~~second~~third quarter of fiscal 2018 compared to the same period last fiscal year, primarily driven by ~~lower~~higher volume and ~~higher input costs~~favorable foreign currency exchange for Cereal Partners Worldwide (CPW) and ~~unfavorable~~favorable foreign currency exchange ~~and unfavorable product mix~~ forHäagen-Dazs Japan, Inc. (HDJ). On a constant-currency basis,after-tax earnings from joint ventures ~~decreased 19~~increased 30 percent (see the“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The components of our joint ventures’ net sales growth are shown in the following table:

The change in net sales for each joint venture on a constant-currency basis is set forth in the following table:


										Quarter Ended Feb. 25, 2018
	Quarter Ended Nov. 26, 2017
	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		2	%		4	pts		(2	)%		11 %		9 pts		2	%
HDJ		(10	)%		(7	)pts		(3	)%		Flat		3 pts		(3	)%

Joint Ventures		(1	)%		1	pt		(2	)%		8 %		7 pts		1	%

Averagedilutedsharesoutstandingdecreased by 199 million in the ~~second~~third quarter of fiscal 2018 from the same period a year ago due to the impact of share repurchases, partially offset by option exercises.

In the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, net sales declined 1 percent, primarily driven by declining contributions from volume growth in the North America Retail and Asia & Latin America segments partially offset by increasing contributions from volume growth in the Convenience Stores & Foodservice segment. Increased sales from innovation, higher brand-building investment, and more effective merchandising contributedwere flat compared to ~~an improvement in organic net sales trends versus~~ the same period ~~a year ago as well as market share gains in the majority of our key global platforms.~~last year. Operating profit margin of ~~17.0~~16.4 percent was down 6020 basis points fromyear-ago levels primarily driven by lower segment operating profit results and ~~lower~~unfavorablemark-to-market valuation of certain commodity positions, partially offset by a decrease in restructuring expenses. Adjusted operating profit margin decreased ~~220~~190 basis points to ~~17.2~~16.7 percent, primarily driven by higher input costs including currency-driven inflation on imported products in certain ~~markets, and unfavorable trade expense phasing.~~markets. Diluted earnings per share of ~~$1.43 decreased 3~~$3.05 increased 47 percent compared to the~~six-month~~ nine-month period ended ~~November 27, 2016,~~February 26, 2017, and adjusted diluted earnings per share, which excludes certain items affecting comparability, on a constant-currency basis decreased 72 percent compared to the same period a year ago (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~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, follows:


Six-Month Period Ended Nov. 26, 2017	In millions, except per share		Six-Month Period Ended Nov. 26, 2017 vs. Nov. 27, 2016			Percent of Net Sales			Constant- Currency Growth (a)
Nine-Month Period Ended Feb. 25, 2018												In millions, except per share		Nine-Month Period Ended Feb. 25, 2018 vs. Feb. 26, 2017			Percent of Net Sales			Constant- Currency Growth (a)
Net sales	$	7,967.9		(1	)%							$	11,850.2		Flat
Operating profit		1,355.6		(4	)%		17.0	%					1,948.3		Flat			16.4	%
Net earnings attributable to General Mills		835.2		(6	)%								1,776.6		42	%
Diluted earnings per share	$	1.43		(3	)%							$	3.05		47	%

Organic net sales growth rate (a)				(1	)%										(1	) %
Total segment operating profit (a)		1,437.1		(11	)%					(12	)%		2,064.9		(9	) %					(10	) %
Adjusted operating profit margin (a)							17.2	%										16.7	%
Diluted earnings per share, excluding certain items affecting comparability (a)	$	1.53		(6	)%					(7	)%	$	2.32		(1	) %					(2	) %

Six-Month Period Ended

Nine-Month Period Ended

Nov. 26,
2017

Nov. 26, 2017 vs
Nov. 27, 2016

Nov. 27,
2016

Feb. 25, 2018

Feb. 25, 2018 vs
Feb. 26, 2017

Feb. 26,
2017

Net sales (in millions)

7,967.9

8,020.0

11,850.2

Flat

11,813.2

Contributions from volume growth (a)

)pt

(1)pt

Net price realization and mix

Flat

Foreign currency exchange

Flat

1 pt

~~The 1 percent decline in net~~Net sales were flat for the~~six-month~~ nine-month period ended ~~November 26, 2017 primarily reflects lower organic net sales.~~February 25, 2018 compared to the same period in fiscal 2017.

Organic net sales declined 1 percent in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, driven by declining contributions from organic volume growth in the ~~North America Retail~~Europe & Australia and Asia & Latin America segments partially offset by increasing contributions from organic volume growth in the Convenience Stores & Foodservice segment. 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 53rd week of results, when applicable.

Costofsalesincreased ~~$131~~$273 million from the~~six-month~~ nine-month period ended ~~November 27, 2016,~~February 26, 2017, to ~~$5,215~~$7,842 million. The increase included a ~~$240~~$428 million increase attributable to product rate and mix partially offset by ~~an $82~~a $114 million decrease attributable to lower volume. We recorded $13 million of restructuring charges in cost of sales in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to ~~$26~~$43 million in the same period last year. We also recorded $5$8 million of restructuring initiative project-related costs in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to ~~$25~~$36 million in the same period last year (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report). We recorded a $6$4 million net decrease in cost of sales related to themark-to-market valuation of certain commodity positions and grain inventories in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to a net decrease of ~~$12~~$21 million in the~~six-month~~ nine-month period ended ~~November 27, 2016.~~February 26, 2017.

SG&Aexpensesdecreased ~~$29~~$62 million to ~~$1,391~~$2,046 million in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to the same period in fiscal 2017. The decrease in SG&A expenses primarily reflects savings from cost management initiatives ~~partially offset by~~and a 45 percentage point ~~increase~~decrease in media and advertising expense. In addition, we recorded $4 million of transaction costs related to our planned acquisition of Blue Buffalo. SG&A expenses as a percent of net sales in the~~six-month~~ nine-month period ended ~~November 26, 2017~~February 25, 2018 decreased 3050 basis points compared with the same period of fiscal 2017.

Divestitureloss in the nine-month period ended February 26, 2017 totaled $14 million from the sale of our Martel, Ohio manufacturing ~~facility during the second quarter of fiscal 2017.~~facility.

Restructuring,impairment,andotherexitcosts totaled $7$14 million in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to ~~$88~~$165 million in the same period last year.

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


																											As Reported

	As Reported																										Nine-Month Period Ended											Fiscal 2017, 2016 and 2015				Estimated
	Six-Month Period Ended										Fiscal 2017, 2016 and 2015				Estimated
In Millions	Nov. 26, 2017						Nov. 27, 2016				Total				Future						Total						Feb. 25, 2018						Feb. 26, 2017					Total				Future						Total
	Charge			Cash			Charge		Cash		Charge		Cash		Charge			Cash			Charge		Cash		Savings (b)		Charge			Cash			Charge			Cash		Charge		Cash		Charge			Cash			Charge		Cash		Savings (b)

Global reorganization	$	1.4		$	26.7		$	—	$	—	$	72.1	$	20.0	$	2		$	29		$	76	$	76				$1.4			$32.9			$73.1			$9.2		$72.1		$20.0		$2			$23			$76		$76

Closure of Melbourne, Australia plant		4.9			3.4			12.0		—		21.9		1.6		7			(2	)		34		3				8.0			6.6			17.7			0.1		21.9		1.6		4			(5	)		34		3

Restructuring of certain international product lines		—			—			43.3		10.4		45.1		10.3		(3	)		(10	)		42		—				-			-			45.6			10.6		45.1		10.3		(3	)		(4	)		42		6

Closure of Vineland, New Jersey plant		12.1			(3.1	)		27.9		1.2		41.4		7.3		1			7			54		11				12.3			(1.9	)		35.6			1.5		41.4		7.3		-			5			54		11

Project Compass		(0.2	)		3.0			1.0		8.0		54.3		48.9		—			2			54		54				(0.2	)		2.9			(0.4	)		11.4		54.3		48.9		-			2			54		54

Project Century		1.5			(3.4	)		30.1		20.6		408.4		95.5		4			51			414		143				5.1			(2.2	)		37.2			29.5		408.4		95.5		-			47			413		140

Project Catalyst		—			—			—		0.5		140.9		94.1		—			—			141		94				-			-			-			1.1		140.9		94.1		-			-			141		94

Combination of certain operational facilities		—			0.5			—		2.6		13.3		16.3		2			(3	)		15		14				0.7			1.3			(0.5	)		3.7		13.3		16.3		3			(4	)		17		14

Total restructuring charges (a)		19.7			27.1			114.3		43.3		797.4		294.0		13			74			830		395				27.3			39.6			208.3			67.1		797.4		294.0		6			64			831		398

Project-related costs		5.4			5.0			24.9		28.6		114.6		111.1		8			14			128		130				8.4			8.0			36.4			40.2		114.6		111.1		5			11			128		130

Restructuring charges and project-related costs	$	25.1		$	32.1		$	139.2	$	71.9	$	912.0	$	405.1	$	21		$	88		$	958	$	525	$	700		$35.7			$47.6			$244.7			$107.3		$912.0		$405.1		$11			$75			$959		$528		$700

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~~six-month~~ nine-month period ended ~~November 26, 2017, decreased $2~~February 25, 2018, increased $11 million to ~~$147~~$237 million compared to the same period of fiscal 2017, primarily driven by ~~lower rates~~$14 million of charges related to the repurchase of medium term notes and ~~changes~~$2 million of charges related to the bridge term loan credit facility undertaken in order to provide financing for the ~~mix of debt, partially offset by higher average debt balances.~~Blue Buffalo acquisition.

Theeffectivetaxratefor the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, was ~~33.4~~a 1.7 percent benefit compared to ~~31.9~~a 29.5 percent charge for the~~six-month~~ nine-month period ended ~~November 27, 2016.~~February 26, 2017. The ~~1.5~~31.2 percentage point ~~increase~~decrease in our effective tax rate as compared to the prior year was primarily due to ~~a $42~~the provisional net benefit of approximately $504 million ~~prior year adjustment~~ recorded in the ~~second~~third quarter of fiscal 2018 ~~(see Note 1~~related to the Consolidated Financial Statements in Part 1, Item 1 of this report), partially offset by the prospective adoption of the new accounting standard related to windfall tax benefits from stock-based payments (see Note 16 to the Consolidated Financial Statements in Part 1, Item 1 of this report).TCJA. Our effective tax rate excluding certain items affecting comparability was ~~29.9~~25.4 percent infor the~~six-month~~ nine-month period ended ~~November~~February 25, 2018 compared to 29.8 percent for the nine-month period ended February 26, 2017 ~~compared to 31.9 percent in the same period last year~~ (see the“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The 4.4 percentage point decrease in the effective tax rate excluding certain items affecting comparability was primarily due to the lower U.S. federal blended statutory rate for fiscal 2018 as a result of the TCJA, partially offset by nonrecurring discrete events recorded during the nine-month period ended February 26, 2017.

On December 22, 2017 the TCJA was signed into law. The ~~United States Congress is currently working on enacting a tax reform bill, which would result~~TCJA results in significant ~~changes~~revisions to the U.S. corporate income tax ~~system. We expect~~system, including a reduction in the U.S. corporate income tax rate, implementation of a territorial system and a deemed repatriation tax on untaxed foreign earnings. The TCJA also results in a U.S. federal blended statutory rate of 29.4 percent for fiscal 2018. Generally, the impacts of the new legislation would be required to be recorded in the period of enactment which for us is the third quarter of fiscal 2018. However, ASU2018-05 was issued with guidance allowing for the recognition of provisional amounts in the event that ifthe accounting is not complete and a ~~bill is enacted, it could have~~reasonable estimate can be made. The guidance allows for a ~~material impact on our~~measurement period of up to one year to finalize the accounting related to the TCJA. See Note 15 to the Consolidated Financial Statements in ~~future periods. We continue to monitor developments and assess the impact to General Mills.~~Part 1, Item 1 of this report for additional information.

After-taxearningsfromjointventures decreased $6$1 million to ~~$48~~$64 million for the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to the same period in fiscal 2017, ~~primarily~~ driven by higher input costs for CPW and unfavorable foreign currency exchange for HDJ partially offset by favorable foreign currency exchange for ~~CPW, and unfavorable foreign currency exchange and higher input costs partially offset by favorable product mix for HDJ.~~CPW. On a constant-currency basis,after-tax earnings from joint ventures decreased 114 percent (see the“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The components of our joint ventures’ net sales growth are shown in the following table:

The change in net sales for each joint venture on a constant-currency basis is set forth in the following table:


										Nine-Month Period Ended February 25, 2018
	Six-Month Period Ended November 26, 2017									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		3	%		3	pts		Flat			5 %		4 pts		1 %
HDJ		(3	)%		(7	)pts		4	%		(2)%		(4)pts		2 %


Joint Ventures		2	%		1	pt		1	%		4 %		3 pts		1 %

Averagedilutedsharesoutstandingdecreased by 2218 million in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to the same period a year ago due to the impact of share repurchases, partially offset by option exercises.

In the third quarter of fiscal 2017, we announced a new global organization structure to streamline our leadership, enhance global scale, and drive improved operational agility to maximize our growth capabilities. As a result of this global reorganization, beginning in the third quarter of fiscal 2017, weOur businesses are ~~reporting results for our~~organized into four operating ~~segments as follows:~~segments: North America Retail; Convenience Stores & Foodservice; Europe & Australia; and Asia & Latin America. We have restated our net sales by segment and segment operating profit amounts to reflect our new operating segments. These segment changes had no effect on previously reported consolidated net sales, operating profit, net earnings attributable to General Mills, or earnings per share.

Our North America Retail operating segment consists of our former U.S. Retail operating units and our Canada region. Within our North America Retail operating segment, our former U.S. Meals operating unit and U.S. Baking operating unit have been combined into one operating unit: U.S. Meals & Baking. Our Europe & Australia operating segment consists of our former Europe region. Our Asia & Latin America operating segment consists of our former Asia/Pacific and Latin America regions. Our Convenience Stores & Foodservice operating segment was unchanged. For further information on our operating segments, please refer to Note 15 to the Consolidated Financial Statements in Part 1, Item 1 of this report.


															Quarter Ended						Nine-Month Period Ended
	Quarter Ended							Six-Month Period Ended
	Nov. 26, 2017		Nov. 26, 2017 vs Nov. 27, 2016			Nov. 27, 2016		Nov. 26, 2017		Nov. 26, 2017 vs Nov. 27, 2016			Nov. 27, 2016		Feb. 25, 2018		Feb. 25, 2018 vs Feb. 26, 2017		Feb. 26, 2017		Feb. 25, 2018		Feb. 25, 2018 vs Feb. 26, 2017		Feb. 26, 2017
Net sales (in millions)	$	2,771.8		1	%	$	2,748.8	$	5,210.0		(2	)%	$	5,305.8	$	2,517.4		1 %	$	2,499.0	$	7,727.4		(1)%	$	7,804.8

Contributions from volume growth (a)				1	pt						(1	)pt						1 pt						Flat
Net price realization and mix				(1	)pt						(1	)pt						(1)pt						(1)pt
Foreign currency exchange				1	pt						Flat							1 pt						Flat

The 1 percent increase in North America Retail net sales in the ~~second~~third quarter of fiscal 2018 was driven by growth in the U.S. ~~Cereal, Canada and~~Meals & Baking, U.S. Snacks and Canada operating units partially offset by declines in the U.S. Yogurt and U.S. ~~Meals & Baking~~Cereal operating units.

The 21 percent decrease in net sales for the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, was driven by declines in the U.S. Yogurt and U.S. ~~Meals & Baking~~Cereal operating units partially offset by growth in the ~~Canada~~U.S. Snacks and ~~U.S. Snacks~~Canada operating units.

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

North America Retail organic net sales ~~were flat~~increased 1 percent in the ~~three-month period ended November 26, 2017, compared to the same period in~~third quarter of fiscal ~~2017.~~

~~North America Retail organic net sales decreased 2 percentage points in thesix-month~~ ~~period ended November 26, 2017,~~2018, compared to the same period in fiscal 2017, driven ~~primarily~~ by an increase in contributions from organic volume ~~declines~~growth.

North America Retail organic net sales decreased 1 percentage point in the ~~U.S. Yogurt operating unit partially offset~~nine-month period ended February 25, 2018, compared to the same period in fiscal 2017, driven by ~~increases in the U.S. Snacks~~unfavorable organic net price realization and ~~U.S. Cereal operating units, and increased trade expense.~~mix.

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


	Quarter Ended			Six-Month Period Ended			Quarter Ended	Nine-Month Period Ended
	Nov. 26, 2017			Nov. 26, 2017			Feb. 25, 2018	Feb. 26, 2017

U.S. Snacks							3 %	2 %
Canada (a)							6	4
U.S. Meals & Baking							2	Flat
U.S. Cereal		7	%		Flat		(1)	(1)
Canada (a)		7			3
U.S. Snacks		5			1
U.S. Meals & Baking		(2	)		(1	)
U.S. Yogurt		(11	)		(17	)	(8)	(14)

Total		1	%		(2	)%	1 %	(1) %

Segment operating profit ~~decreased 4 percent to $623~~of $518 million in the ~~second~~third quarter of fiscal 2018 was flat compared to ~~$651 million in~~ the same period of fiscal 2017 ~~driven primarily~~as higher net sales and reduced SG&A expenses, including a 27 percent decrease in media and advertising, were offset by ~~unfavorable trade expense phasing and~~ higher input ~~costs.~~costs, including inflation. Segment operating profit ~~decreased 5 percent~~was flat on a constant-currency basis in the ~~second~~third quarter of fiscal 2018 compared to the ~~second~~third quarter of fiscal 2017 (see the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

Segment operating profit decreased 107 percent to ~~$1,156~~$1,674 million in the~~six-months~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to ~~$1,279~~$1,796 million in the same period of fiscal 2017, driven primarily by lower net sales including ~~unfavorable trade expense phasing~~increased merchandising activity and higher input ~~costs.~~costs, including inflation, partially offset by reduced SG&A expenses. Segment operating profit decreased 107 percent on a constant-currency basis in the first ~~six~~nine months of fiscal 2018 compared to the first ~~six~~nine months of fiscal 2017 (see the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).


															Quarter Ended						Nine-Month Period Ended

	Quarter Ended							Six-Month Period Ended							Feb. 25, 2018		Feb. 25, 2018 vs Feb. 26, 2017		Feb. 26, 2017		Feb. 25, 2018		Feb. 25, 2018 vs Feb. 26, 2017		Feb. 26, 2017
	Nov. 26, 2017		Nov. 26, 2017 vs Nov. 27, 2016			Nov. 27, 2016		Nov. 26, 2017		Nov. 26, 2017 vs Nov. 27, 2016			Nov. 27, 2016
Net sales (in millions)	$	512.2		5	%	$	487.5	$	959.3		3	%	$	933.8	$	460.3		3 %	$	448.5	$	1,419.6		3 %	$	1,382.3

Contributions from volume growth (a)				3	pts						2	pts						1 pt						1 pt
Net price realization and mix				2	pts						1	pt						2 pts						2 pts

Convenience Stores & Foodservice net sales increased 53 percent for the ~~second~~third quarter of fiscal 2018, reflecting higher net sales across Focus 6 ~~categories~~platforms and benefits from market index pricing on bakery flour.

Convenience Stores & Foodservice net sales increased 3 percent for the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, reflecting higher net sales across Focus 6 ~~categories~~platforms and benefits from market index pricing on bakery flour.

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

Segment operating profit ~~declined 2~~decreased 10 percent to ~~$106~~$84 million in the ~~second~~third quarter of fiscal 2018 compared to ~~$109~~$94 million in the ~~second~~third quarter of fiscal 2017, primarily driven by higher input costs, partially offset by higher net sales.

Segment operating profit decreased 57 percent to ~~$191~~$276 million for the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to ~~$202~~$295 million in the same period of fiscal 2017, primarily driven by higher input costs, partially offset by higher net sales.


															Quarter Ended						Nine-Month Period Ended
	Quarter Ended							Six-Month Period Ended
	Nov. 26, 2017		Nov. 26, 2017 vs. Nov. 27, 2016			Nov. 27, 2016		Nov. 26, 2017		Nov. 26, 2017 vs. Nov. 27, 2016			Nov. 27, 2016		Feb. 25, 2018		Feb. 25, 2018 vs. Feb. 26, 2017		Feb. 26, 2017		Feb. 25, 2018		Feb. 25, 2018 vs. Feb. 26, 2017		Feb. 26, 2017
Net sales (in millions)	$	466.7		7	%	$	435.1	$	958.6		5	%	$	913.5	$	469.8		11 %	$	424.5	$	1,428.4		7 %	$	1,338.0

Contributions from volume growth (a)				1	pt						Flat							(3) pts						(1) pt
Net price realization and mix				Flat							2	pts						2 pts						2 pts
Foreign currency exchange				6	pts						3	pts						12 pts						6 pts

The 11 percent increase in Europe & Australia net sales in the third quarter of fiscal 2018 was driven primarily by favorable foreign currency exchange.

The 7 percent increase in Europe & Australia net sales in the ~~second quarter of fiscal~~nine-month period ended February 25, 2018, was driven ~~by favorable foreign currency exchange and higher net sales in the U.K. market.~~

~~The 5 percent increase in Europe & Australia net sales in thesix-month~~ ~~period ended November 26, 2017, was driven~~primarily by favorable foreign currency exchange and higher net sales in the U.K. market.

The components of Europe & Australia organic net sales growth are shown in the following table:

The 1 percent ~~increase~~decrease in Europe & Australia organic net sales growth in the ~~second~~third quarter of fiscal 2018 was driven primarily by ~~favorable~~a decrease in contributions from organic volume growth.

The 21 percent increase in Europe & Australia organic net sales growth in the~~six-month~~ nine-month period ended ~~November 26, 2017~~February 25, 2018, was driven by favorable organic net price realization and ~~mix.~~mix partially offset by a decrease in contributions from organic volume growth.

Segment operating profit decreased 35 percent to $27 million in the ~~second~~third quarter of fiscal 2018 compared to ~~$41~~$42 million in the same period of fiscal 2017 primarily driven by input cost inflation, including currency-driven inflation on imported products in certain markets. ~~Europe & Australia segment~~Segment operating profit decreased 4046 percent on a constant-currency basis in the ~~second~~third quarter of fiscal 2018 compared to the ~~second~~third quarter of fiscal 2017 (see the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

Segment operating profit decreased 3233 percent to ~~$58~~$85 million in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to ~~$85~~$127 million in the same period of fiscal 2017 primarily driven by input cost inflation, including currency-driven inflation on imported products in certain markets. ~~Europe & Australia segment~~Segment operating profit decreased 3538 percent on a constant-currency basis in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to the same period of fiscal 2017 (see the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).


															Quarter Ended						Nine-Month Period Ended
	Quarter Ended							Six-Month Period Ended
	Nov. 26, 2017		Nov. 26, 2017 vs. Nov. 27, 2016			Nov. 27, 2016		Nov. 26, 2017		Nov. 26, 2017 vs. Nov. 27, 2016			Nov. 27, 2016		Feb. 25, 2018		Feb. 25, 2018 vs. Feb. 26, 2017		Feb. 26, 2017		Feb. 25, 2018		Feb. 25, 2018 vs. Feb. 26, 2017		Feb. 26, 2017
Net sales (in millions)	$	448.0		2	%	$	440.7	$	840.0		(3	)%	$	866.9	$	434.8		3 %	$	421.2	$	1,274.8		(1)%	$	1,288.1
Contributions from volume growth (a)				(7	)pts						(12	)pts						(9) pts						(11)pts
Net price realization and mix				7	pts						8	pts						9 pts						8 pts
Foreign currency exchange				2	pts						1	pt						3 pts						2 pts

Asia & Latin America net sales increased 23 percent in the ~~second~~third quarter of fiscal 2018 compared to the same period in the prior year, with higher net sales across Asia markets partially offset by lower net sales across Latin America markets.

Asia & Latin America net sales declined 31 percent in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to the same period of fiscal 2017, which reflects lower net sales in Latin America markets due to the shift in reporting period in fiscal 2017 and challenges related to an enterprise reporting system implementation at our General Mills Brasil Alimentos Ltda subsidiary, partially offset by higher net sales in Asia markets.

The components of Asia & Latin America organic net sales growth are shown in the following table:

Asia & Latin America organic net sales were flat for the third quarter ~~ended November 26,~~of fiscal 2018 compared to the same period of fiscal 2017, reflecting a 79 percent decrease in contributions from organic volume growth offset by a 79 percent increase in organic net price realization and mix.

The 43 percent decrease in Asia & Latin America organic net sales for the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, was driven by ~~a 12~~an 11 percent decrease in contributions from organic volume growth, partially offset by an 8 percent increase in organic net price realization and mix.

Segment operating profit decreased 42121 percent to ~~$17~~a $2 million loss in the ~~second~~third quarter of fiscal 2018 compared to ~~$29~~a $10 million profit in the same period of fiscal 2017 primarily driven by higher input ~~cost inflation,~~costs, including currency driven inflation on imported products in certain markets, and an increase in ~~media and advertising expense. Asia & Latin America segment~~SG&A expenses. Segment operating profit decreased 46134 percent on a constant-currency basis in the ~~second~~third quarter of fiscal 2018 compared to the ~~second~~third quarter of fiscal 2017 (see the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

Segment operating profit decreased 3751 percent to ~~$32~~$30 million in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, compared to ~~$51~~$61 million in the same period of fiscal 2017 primarily driven by input cost inflation, including currency driven inflation on imported products in certain markets. ~~Asia & Latin America segment~~Segment operating profit decreased 4056 percent on a constant-currency basis in the first ~~six~~nine months of fiscal 2018 compared to the first ~~six~~nine months of fiscal 2017 (see the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

Unallocated corporate expense totaled ~~$42~~$28 million in the ~~second~~third quarter of fiscal 2018 compared to ~~$19~~$42 million in the same period in fiscal 2017. In the ~~second~~third quarter of fiscal 2018, we recorded ~~$1 million of restructuring charges and $4~~$3 million of restructuring initiative project-related costs in cost of sales compared to $16 million of restructuring charges and $12 million of restructuring initiative project-related costs in cost of sales in the same period last year. In addition, we recorded a $3 million net increase in expense related to themark-to-market valuation of certain commodity positions and grain inventories in the third quarter of fiscal 2018 compared to an $8 million net decrease in expense in the same period last year. In addition, we recorded $4 million of acquisition transaction costs related to our planned acquisition of Blue Buffalo.

Unallocated corporate expense totaled $102 million in the nine-month period ended February 25, 2018, compared to $144 million in the same period last year. In the nine-month period ended February 25, 2018, we recorded $13 million of restructuring charges and ~~$11~~$8 million of restructuring initiative project-related costs in cost of sales compared to $43 million of restructuring charges and $36 million of restructuring initiative project-related costs in cost of sales in the same period last year. In addition, we recorded a $4 million net decrease in expense related to themark-to-market valuation of certain commodity positions and grain inventories in the ~~second quarter of fiscal~~nine-month period ended February 25, 2018, compared to a ~~$29 million net decrease in expense in the same period last year.~~

~~Unallocated corporate expense totaled $75 million in thesix-month~~ ~~period ended November 26, 2017, compared to $101 million in the same period last year. In thesix-month~~ period ended November 26, 2017, we recorded $13 million of restructuring charges and $5 million of restructuring initiative project-related costs in cost of sales compared to $26 million of restructuring charges and $25 million of restructuring initiative project-related costs in cost of sales in the same period last year. In addition, we recorded a $6 million net decrease in expense related to the~~mark-to-market~~ ~~valuation of certain commodity positions and grain inventories in thesix-month~~ ~~period ended November 26, 2017, compared to a $12~~$21 million net decrease in expense in the same period a year ago. In addition, we recorded $4 million of acquisition transaction costs related to our planned acquisition of Blue Buffalo.

During the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, cash provided by operations was ~~$1,567~~$2,135 million compared to ~~$1,079~~$1,659 million in the same period last year. The ~~$488~~$476 million increase is primarily driven by a ~~$703~~$764 million change in current assets and ~~liabilities.~~liabilities, partially offset by a $153 million change in restructuring activities in the first nine months of fiscal 2018. The ~~$703~~$764 million change in current assets and liabilities is primarily due to changes in the timing of accounts payable, including the impact of extended payment terms, changes in inventory balances and changes in other current liabilities, which were largely driven by changes in ~~trade~~incentive accruals and ~~incentive accruals.~~income taxes payable.

Cash used by investing activities during the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, was ~~$271~~$425 million, ~~compared~~comparable to ~~cash used by investing activities of $280 million in~~ the same period in fiscal 2017. Investments of ~~$260~~$398 million in land, buildings and equipment in the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, decreased ~~$58~~$77 million compared to the same period a year ago. We received proceeds of $18 million related to the sale of our Martel, Ohio facility in the ~~second quarter~~first nine months of fiscal 2017. In addition, we received the final payment of $13 million from Sodiaal International (Sodiaal) in the first ~~six~~nine months of fiscal 2017 to fully repay the exchangeable note we purchased in fiscal 2012.

Cash used by financing activities during the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, was ~~$1,131~~$1,570 million compared to ~~$720~~$1,083 million in the same period last year. We had ~~$53~~$137 million of net debt ~~issuances~~repayments in the first ~~six~~nine months of fiscal 2018 compared to ~~$1,164~~$1,428 million of net debt issuances in the same period a year ago. We paid ~~$600~~$601 million in cash to repurchase common stock and paid ~~$565~~$846 million of dividends in the first~~six-months~~ nine months of fiscal 2018 compared to ~~$1,350~~$1,651 million and ~~$576~~$856 million, respectively, in the same period last year.

As of ~~November 26, 2017,~~February 25, 2018, we had ~~$898~~$907 million of cash and cash equivalents held in foreign ~~jurisdictions which~~jurisdictions. As a result of the TCJA, the historic undistributed earnings of our foreign subsidiaries will be ~~used~~taxed in the U.S. via theone-time repatriation tax in fiscal 2018. We arere-evaluating our indefinite reinvestment assertions in connection with the TCJA. As of the end of the third quarter of fiscal 2018, we have recorded a provisional estimate for local country withholding taxes related to ~~fund~~certain entities from which we expect to begin repatriating undistributed earnings. As a result of this transition tax, we may repatriate our cash and cash equivalents held by our foreign ~~operations and potential acquisitions. There is currently no need~~subsidiaries without such funds being subject to further U.S. income tax liability. We plan to repatriate a portion of these funds to finance part of the Blue Buffalo acquisition, to reduce commercial paper balances or for general corporate purposes. See Note 15 to the Consolidated Financial Statements 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.~~Part 1, Item 1 of this report for further information on the indefinite reinvestment assertion.


In Millions	Nov. 26, 2017		May 28, 2017		Feb. 25, 2018		May 28, 2017

Notes payable	$	1,298.0	$	1,234.1	$	1,210.8	$	1,234.1
Current portion of long-term debt		200.5		604.7		1,250.5		604.7
Long-term debt		8,228.3		7,642.9		7,163.6		7,642.9

Total debt		9,726.8		9,481.7		9,624.9		9,481.7
Redeemable interest		793.4		910.9		817.5		910.9
Noncontrolling interests		359.0		357.6		369.1		357.6
Stockholders’ equity		4,230.7		4,327.9		4,965.6		4,327.9

Total capital	$	15,109.9	$	15,078.1	$	15,777.1	$	15,078.1

The following table details thefee-paid committed and uncommitted credit lines we had available as of ~~November 26, 2017:~~February 25, 2018:


In Billions	Facility Amount		Borrowed Amount		Facility Amount		Borrowed Amount

Credit facility expiring:
February 2019					$	8.5	$	-
May 2022	$	2.7	$	—		2.7		-
June 2019		0.2		0.1		0.2		0.2

Total committed credit facilities		2.9		0.1		11.4		0.2
Uncommitted credit facilities		0.5		0.2		0.5		0.2

Total committed and uncommitted credit facilities	$	3.4	$	0.3	$	11.9	$	0.4

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 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.

We 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 third-party 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 holds the remaining interests in each of these entities. We consolidate these entities into our consolidated financial statements. As of ~~November 26, 2017,~~February 25, 2018, 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 portion of its redeemable interest to us at fair value once per year, up to three times before December 2024. As of ~~November 26, 2017,~~February 25, 2018, the redemption value of the redeemable interest was ~~$793~~$818 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 ~~November 26, 2017,~~February 25, 2018, we were in compliance with all of these covenants.

During the third quarter of fiscal 2018, we entered into a definitive agreement and plan of merger with Blue Buffalo, a publicly held pet food company, pursuant to which a subsidiary of General Mills will merge into Blue Buffalo, with Blue Buffalo surviving the merger as a wholly owned subsidiary of General Mills. Equity holders of Blue Buffalo will receive $40.00 per share in cash, representing an enterprise value of approximately $8.0 billion in addition to the assumption of approximately $394 million of outstanding debt which will be repaid upon transaction close. We expect to finance the transaction with a combination of debt, cash on hand and approximately $1.0 billion in equity.

We have ~~$200~~$1,250 million of long-term debt maturing in the next 12 months that is classified as current, including ~~$100~~$1,150 million of ~~6.39~~5.65 percent ~~fixed rate medium term~~ notes due ~~for remarketing~~ in February ~~2018~~2019 and $100 million of 6.59 percent fixed rate medium term notes due for remarketing in October 2018. 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 ~~second~~third quarter of fiscal 2018.

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 28, 2017. The accounting policies used in preparing our interim fiscal 2018 Consolidated Financial Statements are the same as those described in our Form10-K with the exception of the new accounting requirements adopted in the first quarter of fiscal 2018 for stock-based payments and goodwill impairment testing. See Note 1617 to the Consolidated Financial Statements in Part I, Item 1 of this report for additional information.

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 ~~November 26, 2017,~~February 25, 2018, are the same as those described in our Annual Report on Form10-K for the fiscal year ended May 28, 2017, with the exception of the new accounting requirements adopted in the first quarter of fiscal 2018 for stock-based payments and goodwill impairment ~~testing.~~testing, new accounting requirements adopted in the third quarter of fiscal 2018 for the reclassification of certain income tax effects from accumulated other comprehensive income to retained earnings, and provisional estimates recorded in the third quarter of fiscal 2018 in response to the TCJA (see below for further information). See Note 1617 to the Consolidated Financial Statements in Part I, Item 1 of this report for additional information.

In response to the TCJA enacted on December 22, 2017, ASU2018-05 was issued with guidance that allows us to record provisional amounts for the impacts of the TCJA for which final accounting cannot be completed before we file our quarterly report on Form10-Q for the third quarter of fiscal 2018. For provisions of the tax law where we are unable to make a reasonable estimate of the impact, the guidance allows us to continue to apply the historical tax provisions in computing our income tax liability and deferred tax assets and liabilities as of February 25, 2018. The guidance also allows us to finalize accounting for the TCJA changes within one year of the December 22, 2017 enactment date. See Note 15 to the Consolidated Financial Statements in Part I, Item 1 of this report for additional information.

We tested our goodwill and indefinite-lived intangible assets for impairment on our annual assessment date on the first day of the second quarter of fiscal 2018. As of our annual impairment assessment date, there was no impairment of our intangible assets as their related fair values were substantially in excess of the carrying values, except for theYokiandProgressobrand intangible assets and the Latin America reporting unit. The excess fair value as of the fiscal 2018 test date of theYokiandProgressobrand intangible assets and the Latin America reporting unit was as follows:


In Millions	Carrying Value of Intangible Asset		Excess Fair Value as of Fiscal 2018 Test Date			Carrying Value of Intangible Asset		Excess Fair Value as of Fiscal 2018 Test Date

Yoki	$	138.2		1	%	$	138.2		1	%
Progresso		462.1		6	%		462.1		6	%
Latin America	$	272.0		21	%	$	272.0		21	%

In August 2017, the Financial Accounting Standards Board (FASB) issued new hedge accounting requirements. The new standard amends the hedge accounting recognition and presentation requirements to better align an entity’s risk management activities and financial reporting. The new standard also simplifies the application of hedge accounting guidance. 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. Early adoption is permitted. We are in the process of analyzing the impact of this standard on our results of operations and financial position.

In March 2017, the FASB issued new accounting requirements related to the presentation of net periodic defined benefit pension expense, net periodic postretirement benefit expense, and net periodic postemployment benefit expense. The new standard requires the service cost component of net periodic benefit expense to be recorded in the same line items as other employee compensation costs within our Consolidated Statements of Earnings. Other components of net periodic benefit expense must be presented separately outside of operating profit in our Consolidated Statements of Earnings. In addition, the new standard requires that only the service cost component of net periodic benefit expense is eligible for capitalization. We recognized net periodic benefit expense of $56 million in fiscal 2017, $163 million in fiscal 2016, and $153 million in fiscal 2015 of which $141 million, $161 million, and $167 million, respectively, related to service cost. These amounts may not necessarily be indicative of future amounts that may be recognized subsequent to the adoption of this new standard. The new standard requires retrospective adoption of the presentation of net periodic benefit expense and prospective application of the capitalization of the service cost component. 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.

In October 2016, the 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. Based on our assessment to date, we do not expect this guidance to have a material impact on our results of operations or financial position.

In February 2016, the FASB issued new accounting requirements for accounting, presentation and classification of leases. This will result in most leases being capitalized as a right of use asset with a related liability on our 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 implementing lease accounting software and analyzing the impact of this standard on our results of operations and financial position. Based on our assessment to date, we expect this guidance will have a material impact on our Consolidated Balance Sheets due to the amount of our lease commitments but we are unable to quantify the impact at this time.

In 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 expect to adopt using the cumulative effect approach at that time. We are in the process of documenting the impact of the guidance on our current accounting policies and practices in order to identify material differences, if any, that would result from applying the new requirements to our revenue contracts. We continue to make progress on our revenue recognition review and are also in the process of evaluating the impact, if any, on changes to our business processes, systems, and controls to support recognition and disclosure requirements under the new guidance. ~~In addition, we continue to assess our adoption approach.~~ Based on our assessment to date, 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 we believe thenon-GAAP measure provides useful information to investors, and any additional purposes for which we use thenon-GAAP measure. Thesenon-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

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 organic net sales growth rates provide useful information to investors because they provide transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations, as well as acquisitions, divestitures, and a 53^rd week, when applicable, have onyear-to-year comparability. A reconciliation of these measures to reported net sales growth rates, the relevant GAAP measures, are included in our Consolidated Results of Operations and 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 1516 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.


	Quarter Ended												Quarter Ended
	Nov. 26, 2017						Nov. 27, 2016
In Millions	Value			Percent of Net Sales			Value			Percent of Net Sales
Operating profit as reported	$	729.8			17.4	%	$	768.9			18.7	%
Mark-to-market effects (a)		(4.5	)		(0.1	)%		(29.1	)		(0.7	)%
Restructuring charges (b)		2.2			—	%		41.8			1.0	%
Project-related costs (b)		4.2			0.1	%		11.1			0.3	%
Divestiture loss (c)		—			—	%		13.5			0.3	%

Adjusted operating profit	$	731.7			17.4	%	$	806.2			19.6	%

													Feb. 25, 2018					Feb. 26, 2017
	Six-Month Period Ended
	Nov. 26, 2017						Nov. 27, 2016
In Millions	Value			Percent of Net Sales			Value			Percent of Net Sales			Value		Percent of Net Sales			Value			Percent of Net Sales

Operating profit as reported	$	1,355.6			17.0	%	$	1,414.7			17.6	%	$	592.7		15.3	%	$	542.5			14.3 %
Mark-to-market effects (a)		(6.3	)		(0.1	)%		(12.5	)		(0.1	)%		2.8		0.1	%		(8.2	)		(0.2)%
Restructuring costs (b)		19.7			0.2	%		114.3			1.4	%
Restructuring charges (b)														7.6		0.1	%		94.0			2.5 %
Project-related costs (b)		5.4			0.1	%		24.9			0.3	%		3.0		0.1	%		11.5			0.3 %
Divestiture loss (c)		—			—	%		13.5			0.2	%
Acquisition transaction costs (c)														3.5		0.1	%		-			- %

Adjusted operating profit	$	1,374.4			17.2	%	$	1,554.9			19.4	%	$	609.6		15.7	%	$	639.8			16.9 %

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	Nov. 26, 2017		Nov. 27, 2016			Change			Nov. 26, 2017		Nov. 27, 2016			Change			Feb. 25, 2018			Feb. 26, 2017			Change			Feb. 25, 2018			Feb. 26, 2017			Change

Diluted earnings per share, as reported	$	0.74	$	0.80			(8	)%	$	1.43	$	1.47			(3	)%	$	1.62		$	0.61			166	%	$	3.05		$	2.08			47	%
Tax adjustment (a)		0.07		—						0.07		—
Mark-to-market effects (b)		—		(0.03	)					—		(0.01	)
Divestiture loss (c)		—		0.01						—		0.01
Restructuring costs (d)		—		0.05						0.02		0.13
Project-related costs (d)		0.01		0.02						0.01		0.03

Provisional net tax benefit (a)																		(0.86	)		-						(0.86	)		-

Tax adjustment (b)																		-			-						0.07			-

Mark-to-market effects (c)																		-			(0.01	)					-			(0.02	)

Divestiture loss (d)																		-			-						-			0.01

Acquisition transaction costs (d)																		0.02			-						0.02			-

Restructuring charges (e)																		0.01			0.11						0.03			0.24

Project-related costs (e)																		-			0.01						0.01			0.04

Diluted earnings per share, excluding certain items affecting comparability	$	0.82	$	0.85			(4	)%	$	1.53	$	1.63			(6	)%	$	0.79		$	0.72			10	%	$	2.32		$	2.35			(1	) %

Foreign currency exchange impact							1	pt							1	pt								2	pts								1	pt

Diluted earnings per share growth, excluding certain items affecting comparability, on a constant-currency basis							(5	)%							(7	)%								8	%								(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 ~~rate~~rates on a constant-currency basis is calculated as follows:

Net Sales Growth Rates for Our Canada Operating Unit on Constant-Currency Basis

We believe that this measure of our Canada operating unit net sales provides useful information to investors because it provides transparency to the underlying performance for the Canada operating unit within our North America Retail segment 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 Canada operating unit on a constant-currency basis are calculated as follows:

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

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


										Quarter Ended Feb. 25, 2018
	Quarter Ended Nov. 26, 2017
	Percentage Change in Operating Profit as Reported			Impact of Foreign Currency Exchange			Percentage Change in Operating Profit on Constant-Currency Basis			Percentage Change in Operating Profit as Reported	Impact of Foreign Currency Exchange		Percentage Change in Operating Profit on Constant-Currency Basis
North America Retail		(4	)%		1	pt		(5	)%	Flat		Flat		Flat
Europe & Australia		(35	)%		5	pts		(40	)%	(35)%		11 pts		(46	)%
Asia & Latin America		(42	)%		4	pts		(46	)%	(121)%		13 pts		(134	)%


	Six-Month Period Ended Nov. 26, 2017									Nine-Month Period Ended Feb. 25, 2018
	Percentage Change in Operating Profit as Reported			Impact of Foreign Currency Exchange			Percentage Change in Operating Profit on Constant-Currency Basis			Percentage Change in Operating Profit as Reported	Impact of Foreign Currency Exchange		Percentage Change in Operating Profit on Constant-Currency Basis
North America Retail		(10	)%		Flat			(10	)%	(7)%		Flat		(7	)%
Europe & Australia		(32	)%		3	pts		(35	)%	(33)%		5 pts		(38	)%
Asia & Latin America		(37	)%		3	pts		(40	)%	(51)%		5 pts		(56	)%

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:


	Quarter Ended												Six-Month Period Ended													Quarter Ended										Nine-Month Period Ended
	Nov. 26, 2017						Nov. 27, 2016						Nov. 26, 2017						Nov. 27, 2016							Feb. 25, 2018				Feb. 26, 2017						Feb. 25, 2018						Feb. 26, 2017
In Millions (Except Per Share Data)	Pretax Earnings (a)			Income Taxes			Pretax Earnings (a)			Income Taxes			Pretax Earnings (a)			Income Taxes			Pretax Earnings (a)			Income Taxes				Pretax Earnings (a)		Income Taxes		Pretax Earnings (a)			Income Taxes			Pretax Earnings (a)			Income Taxes			Pretax Earnings (a)			Income Taxes
As reported	$	654.9		$	234.9		$	693.4		$	227.4		$	1,208.3		$	403.4		$	1,265.3		$	404.0				$503.4		$(432.5)		$466.1			$107.0			$1,711.7			$(29.1)			$1,731.4			$511.0
Mark-to-market effects (b)		(4.5	)		(1.6	)		(29.1	)		(10.7	)		(6.3	)		(2.3	)		(12.5	)		(4.6	)
Restructuring charges (c)		2.2			—			41.8			11.5			19.7			5.9			114.3			35.7
Project-related costs (c)		4.2			1.5			11.1			4.0			5.4			1.8			24.9			9.0
Divestiture loss (d)		—			—			13.5			4.3			—			—			13.5			4.3
Tax adjustment (e)		—			(42.2	)		—			—			—			(42.2	)		—			—
Provisional tax benefit (b)																											-		503.8		-			-			-			503.8			-			-
Mark-to-market effects (c)																											2.8		1.2		(8.2	)		(3.1	)		(3.5	)		(1.1	)		(20.7	)		(7.7	)
Restructuring charges (d)																											7.6		0.8		94.0			31.0			27.3			6.7			208.3			66.7
Project-related costs (d)																											3.0		0.7		11.5			4.1			8.4			2.5			36.4			13.1
Divestiture loss (e)																											-		-		-			-			-			-			13.5			4.3
Acquisition transaction costs (e)																											19.4		5.6		-			-			19.4			5.6			-			-
Tax adjustment (f)																											-		1.7		-			-			-			(40.5	)		-			-

As adjusted	$	656.8		$	192.6		$	730.7		$	236.5		$	1,227.1		$	366.6		$	1,405.5		$	448.4				$536.2		$81.3		$563.4			$139.0			$1,763.3			$447.9			$1,968.9			$587.4

Effective tax rate:
As reported					35.9	%					32.8	%					33.4	%					31.9	%					(85.9)%					23.0%						(1.7)%						29.5%
As adjusted					29.3	%					32.4	%					29.9	%					31.9	%					15.2%					24.7%						25.4%						29.8%

Sum of adjustment to income taxes				$	(42.3	)				$	9.1					$	(36.8	)				$	44.4						$ 513.8					$ 32.0						$ 477.0						$ 76.4


Average number of common shares - diluted EPS					580.3						599.7						583.6						606.0		Average number of common shares - diluted EPS				582.7					591.4						583.2						601.1


Impact of income tax adjustments on diluted EPS excluding certain items affecting comparability				$	(0.07	)				$	0.02					$	(0.06	)				$	0.07		Impact of income tax adjustments on diluted EPS excluding certain items affecting comparability				$0.88					$0.05						$0.82						$0.13

Accelerateddepreciationassociatedwithrestructuredassets.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.

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

Constantcurrency. 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.

Fairvaluehierarchy.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:

Fixedchargecoverageratio. The sum of earnings before income taxes and fixed charges (before tax), divided by the sum of the fixed charges (before tax) and interest.

Focus6platforms. The Focus 6 platforms for the Convenience Stores & 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 North America Retail segment and bakery flour and frozen dough products in our Convenience Stores & Foodservice segment, as well as other product lines not included in Growth businesses.

GenerallyAcceptedAccountingPrinciples(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 North America Retail segment; our Europe & Australia segment; our Asia & Latin America segment; and our Focus 6 platforms in our Convenience Stores & Foodservice segment.

Hedgeaccounting.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.

Interestbearinginstruments.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-marketvaluationofcertaincommoditypositions.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.

Netpricerealization.The impact of list and promoted price changes, net of trade and other price promotion costs.

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

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

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

Redeemableinterest.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.

TCJA. U.S. Tax Cuts and Jobs Act which was signed into law on December 22, 2017.

Translationadjustments.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;~~assets, including our acquisition of Blue Buffalo and issues in the integration of Blue Buffalo and retention of key management and employees; unfavorable reaction to our acquisition of Blue Buffalo by customers, competitors, suppliers, and employees; changes in capital structure; changes in the legal and regulatory environment, including tax reform legislation, labeling and advertising regulations, and litigation; impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets; changes in accounting standards and the impact of 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 28, 2017 and Item 1A of Part II in this report, which could also affect our future results.

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

The estimated maximum potentialvalue-at-risk arising from aone-day loss in fair value for our interest rate, foreign exchange, commodity, and equity market-risk-sensitive instruments outstanding as of ~~November 26, 2017~~February 25, 2018 was ~~$21~~$30 million, ~~$25~~$22 million, $1$2 million, and $1 million, respectively. During the~~six-month~~ nine-month period ended ~~November 26, 2017,~~February 25, 2018, the interest ratevalue-at risk increased by $5 million, while foreign exchange and commodityvalue-at-risk decreased by $4$3 million and ~~$2 million, respectively, while the foreign exchangevalue-at-risk~~ ~~increased by~~ $1 million, ~~and the~~respectively. The equityvalue-at-risk was flat compared to this measure as of May 28, 2017. Thevalue-at-risk for interest ~~rate and commodity positions decreased~~rates increased due to ~~lower market volatility and smaller portfolios.~~our use of treasury rate locks in connection with planned debt financing for the Blue Buffalo acquisition. Thevalue-at-risk for foreign exchange ~~instruments increased~~and commodity decreased due to ~~the higher translated value of Euro-denominated debt, partially offset by~~ lower ~~observed foreign exchange and interest rate~~ market volatility. For additional information, see Item 7A of Part II of our Annual Report on Form10-K for the fiscal year ended May 28, 2017.

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 ~~November 26, 2017,~~February 25, 2018, 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 ~~November 26, 2017~~February 25, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There can be no assurance that we will successfully complete our acquisition (the “Acquisition”) of Blue Buffalo Pet Products, Inc. (“Blue Buffalo”) on the terms or timetable currently proposed or at all.

No assurance can be given that the Acquisition will be completed when expected, on the terms proposed or at all. Each party’s obligation to consummate the Acquisition is subject to certain conditions, including, among others: (i) expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) the absence of any order issued by any court of competent jurisdiction or governmental entity or any applicable law or other legal restraint, injunction, or prohibition that makes consummation of the Acquisition illegal or otherwise prohibited; and (iii) the passing of twenty days from the date on which Blue Buffalo mails to Blue Buffalo’s stockholders a Schedule 14C Information Statement in definitive form pursuant to rules adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Our obligation to consummate the Acquisition is also conditioned on, among other things, the absence of any Company Material Adverse Effect (as defined in the Agreement and Plan of Merger, dated February 22, 2018 (the “Merger Agreement”), by and among General Mills, Inc., Blue Buffalo, and Bravo Merger Corp.). There can be no assurance that the conditions to closing will be satisfied or waived or that other events will not intervene to delay or prevent the completion of the Acquisition.

We intend to finance a portion of the purchase price for the Acquisition with the net proceeds from an offering of debt securities and an offering of approximately $1.0 billion in equity securities. However, there can be no assurance that we will be successful in raising sufficient funds therefrom. Although we entered into a Commitment Letter, dated February 22, 2018 (the “Commitment Letter”), with Goldman Sachs Bank USA (“GS Bank”) and Goldman Sachs Lending Partners LLC (together with GS Bank, “Goldman Sachs”), pursuant to which and subject to the terms and conditions set forth therein Goldman Sachs has agreed to provide a senior unsecured364-day bridge term loan credit facility (the “Bridge Facility”) of up to $8.5 billion in the aggregate for the purpose of providing the financing necessary to fund the consideration to be paid pursuant to the terms of the Merger Agreement and related fees and expenses, the funding of the Bridge Facility is contingent on the satisfaction of certain customary conditions set forth in the Commitment Letter, including, among others, (i) the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms sets forth in the Commitment Letter and (ii) the consummation of the transaction in accordance with the Merger Agreement. We cannot assure you that we will be able to satisfy such conditions.

We have incurred and will continue to incur significant transaction costs in connection with the Acquisition that could adversely affect our results of operations.

Whether or not we complete the Acquisition, we have incurred, and will continue to incur, significant transaction costs in connection with the Acquisition, including payment of certain fees and expenses incurred in connection with the Acquisition and related financing transactions. Additional unanticipated costs may be incurred in the integration process. These could adversely affect our results of operations in the period in which such expenses are recorded or our cash flow in the period in which any related costs are actually paid. Furthermore, we may incur material restructuring charges in connection with the Acquisition, which may adversely affect our operating results following the closing of the Acquisition in which such expenses are recorded or our cash flow in the period in which any related costs are actually paid. A delay in closing or a failure to complete the Acquisition could have a negative impact on our business.

We may fail to realize all of the anticipated benefits of the Acquisition or those benefits may take longer to realize than expected.

Our ability to realize the anticipated benefits of the Acquisition will depend, to a large extent, on our ability to integrate Blue Buffalo, which is a complex, costly and time-consuming process. We have never operated in the pet food sector and our lack of experience in this sector may hinder our ability to manage Blue Buffalo successfully following the Acquisition.

The integration process may disrupt our business and, if implemented ineffectively, could restrict the realization of the full expected benefits. The failure to meet the challenges involved in the integration process and to realize the anticipated benefits of the Acquisition could cause an interruption of, or a loss of momentum in, our operations and could adversely affect our business, financial condition and results of operations.

In addition, the integration of Blue Buffalo may result in material unanticipated problems, expenses, liabilities, competitive responses, and loss of customers and other business relationships. Additional integration challenges include:

Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues, and diversion of management’s time and energy, which could adversely affect our business, financial condition, and results of operations and result in us becoming subject to litigation. In addition, even if Blue Buffalo is integrated successfully, the full anticipated benefits of the Acquisition may not be realized, including the synergies, cost savings or sales or growth opportunities that are anticipated. These benefits may not be achieved within the anticipated time frame, or at all. Further, additional unanticipated costs may be incurred in the integration process. All of these factors could cause reductions in our earnings per share and decrease or delay the expected accretive effect of the Acquisition. As a result, it cannot be assured that the Acquisition will result in the realization of the full or any anticipated benefits.

The pendency of the Acquisition could adversely affect our business, financial results and operations.

The announcement and pendency of the Acquisition could cause disruptions and create uncertainty surrounding our business and affect our relationships with our customers and employees. In addition, we have diverted, and will continue to divert, significant management resources to complete the Acquisition, which could have a negative impact on our ability to manage existing operations or pursue alternative strategic transactions, which could adversely affect our business, financial condition and results of operations.

If the Acquisition is completed, Blue Buffalo may underperform relative to our expectations.

Following completion of the Acquisition, we may not be able to maintain the growth rate, levels of revenue, earnings, or operating efficiency that we and Blue Buffalo have achieved or might achieve separately. The business and financial performance of Blue Buffalo are subject to certain risks and uncertainties. Our failure to do so could have a material adverse effect on our financial condition and results of operations.

The following table sets forth information with respect to shares of our common stock that we purchased during the quarter ended ~~November 26, 2017:~~February 25, 2018:

In connection with the preparation of this Form10-Q for the fiscal quarter ended February 25, 2018, we identified the following transaction which may be subject to the disclosure requirements of Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934. In January 2018, an indirect wholly-owned foreign subsidiary of General Mills made two shipments of flour produced in India to a distributor in the United Arab Emirates for distribution to customers in the United Arab Emirates, Kuwait, Bahrain, Oman and Qatar. An unrelated third party responsible for arranging transportation originally booked shipment of the flour onnon-Iranian flag vessels, but subsequently, without the knowledge or consent of our foreign subsidiary or of General Mills, rebooked the shipments on Iranian flag vessels owned by Islamic Republic of Iran Shipping Lines (IRISL). The gross sale proceeds received by our foreign subsidiary from the two shipments of flour totaled $56,319, and our foreign subsidiary paid the freight forwarder in Indian Rupees a total of approximately INR26,316, or the US dollar equivalent of approximately $400, for the cost of shipping. We do not intend to make any future shipments using IRISL vessels.

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				(I.R.S. Employer
incorporation or organization)				Identification No.)

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


	Page
PART I – Financial Information
Item 1. Financial Statements
Consolidated Statements of Earnings for the quarters and~~six-month~~ nine-month periods ended ~~November~~February 25, 2018 and February 26, 2017 ~~and November 27, 2016~~		3
Consolidated Statements of Comprehensive Income for the quarters and~~six-month~~ nine-month periods ended ~~November~~February 25, 2018 and February 26, 2017 ~~and November 27, 2016~~		4
Consolidated Balance Sheets as of ~~November 26, 2017,~~February 25, 2018, and May 28, 2017		5
Consolidated Statements of Total Equity and Redeemable Interest for the~~six-month~~ nine-month period ended ~~November 26, 2017~~February 25, 2018 and fiscal year ended May 28, 2017		6
Consolidated Statements of Cash Flows for the~~six-month~~ nine-month periods ended ~~November~~February 25, 2018 and February 26, 2017 ~~and November 27, 2016~~		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2425
Item 3. Quantitative and Qualitative Disclosures About Market Risk		4446
Item 4. Controls and Procedures		4547
PART II – Other Information Item 1A. Risk Factors		47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		4549
Item 5. Other Information		49
Item 6. Exhibits		4650
Signatures		4751


~~Six-Month~~Nine-Month Period Ended ~~Nov.~~Feb. 25, 2018 vs. Nine-Month Period Ended Feb. 26, 2017 ~~vs.~~ ~~Six-Month Period Ended Nov. 27, 2016~~
Contributions from organic volume growth (a)	(1(1)pt	~~)pt~~
Organic net price realization and mix	Flat
Organic net sales growth	(1(1)pt	~~)pt~~
Foreign currency exchange	~~Flat~~1 pt
Acquisitions and divestitures	Flat
Net sales growth	(1Flat	~~)pt~~


Quarter Ended Feb. 25, 2018 vs.
Quarter Ended ~~Nov.~~Feb. 26, 2017 ~~vs.~~ ~~Quarter Ended Nov. 27, 2016~~
Contributions from organic volume growth (a)			Flat
Organic net price realization and mix		1 pt
	1	pt
Organic net sales growth			1	pt
Foreign currency exchange			1	pt 2 pts
Acquisitions and divestitures		(1)pt	~~Flat~~

Net sales growth			2	pts


Quarter Ended Nov. 26, 2017 vs. Quarter Ended Nov. 27, 2016	CPW			HDJ
Contributions from volume growth (a)		(2	)pts		(1	)pt
Net price realization and mix		Flat			(2	)pts
Foreign currency exchange		4	pts		(7	)pts
Net sales growth		2	pts		(10	)pts


Quarter Ended Feb. 25, 2018 vs.
Quarter Ended Feb. 26, 2017	CPW		HDJ
Contributions from volume growth (a)		4 pts		1 pt
Net price realization and mix		(2)pts		(4)pts
Foreign currency exchange		9 pts		3 pts

Net sales growth		11 pts		Flat

~~(a)~~
Nine-month Period Ended February 25, 2018 vs.

Nine-month Period Ended February 26, 2017	CPW		HDJ

Contributions from volume growth (a)		1 pt		4 pts
Net price realization and mix		Flat		(2)pts
Foreign currency exchange		4 pts		(4)pts

Net sales growth		5 pts		(2)pts

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


	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 Nov. 26, 2017		(7	)%		1	pt		(8	)%
Six-Month Period Ended Nov. 26, 2017		(11	)%		1	pt		(12	)%


	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. 26, 2017		(20	)%		(1	)pt		(19	)%
Six-Month Period Ended Nov. 26, 2017		(12	)%		(1	)pt		(11	)%



	Percentage Change in Net Sales as Reported			Impact of Foreign Currency Exchange			Percentage Change in Net Sales on Constant- Currency Basis
Quarter Ended Nov. 26, 2017		7	%		6	pts		1	%
Six-Month Period Ended Nov. 26, 2017		3	%		4	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)
August 28, 2017-October 1, 2017		306	$	53.72		306		39,539,317
October 2, 2017-October 29, 2017		2,468		51.76		2,468		39,536,849
October 30, 2017-November 26, 2017		—		—		—		39,536,849
Total		2,774	$	51.98		2,774		39,536,849


~~10.1~~
	Item 6.	~~Deferred Compensation Plan forNon-Employee~~ ~~Directors.~~Exhibits.

~~10.2~~	2.1	~~2017 Stock Compensation Plan.~~Agreement and Plan of Merger, dated February 22, 2018, by and among General Mills, Inc., Blue Products, Inc. Bravo Merger Corp (incorporated herein by reference to Exhibit 2.1 to the State Registrant’s Current Report on Form8-K filed February 23, 2018).

	2.2	Form of Support Agreement (incorporated herein by reference to Exhibit 2.2 to the Registrant’s Current Report on Form8-K filed February 23, 2018).

	12.1	Computation of Ratio of Earnings to Fixed ~~Charges.~~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 26, 2017,~~February 25, 2018, 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.
		~~GENERAL MILLS, INC.~~
		(Registrant)

Date ~~December 20, 2017~~March 21, 2018		/s/ Kofi A. Bruce
		Kofi A. Bruce
		Vice President, Controller
		(Principal Accounting Officer and Duly Authorized Officer)

Large accelerated filer

Accelerated filer ☐

Non-accelerated filer

☐ ~~(Do~~☐
(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company ☐