UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~February 28,~~August 29, 2010



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ~~_____~~______ TO ~~_____~~_______

Commission file number: 001-01185

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)


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

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

(763) 764-7600
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx Noo

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 Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx Noo

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


Large accelerated filer x	Accelerated filer o


Non-accelerated o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yeso Nox

Number of shares of Common Stock outstanding as of ~~March 12,~~September 13, 2010: ~~331,776,618~~640,299,621 (excluding ~~45,530,046~~114,313,707 shares held in the treasury).

General Mills, Inc.

Table of Contents


		Page
PART I – Financial Information

Item 1.	Financial Statements
	Consolidated Statements of Earnings for the ~~quarterly and nine-month periods~~quarters ended ~~February 28,~~August 29, 2010, and ~~February 22,~~August 30, 2009	3
	Consolidated Balance Sheets as of ~~February 28,~~August 29, 2010, and May ~~31, 2009~~30, 2010	4
	Consolidated Statements of Total Equity and Comprehensive Income for the ~~nine-month period~~quarter ended ~~February 28,~~August 29, 2010, and the fiscal year ended May ~~31, 2009~~30, 2010	5
	Consolidated Statements of Cash Flows for the ~~nine-month periods~~quarters ended ~~February 28,~~August 29, 2010, and ~~February 22,~~August 30, 2009	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2421

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3328

Item 4.	Controls and Procedures	3328

PART II – Other Information

~~PART II – Other Information~~Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3429

Item 6.	Exhibits	3530

Signatures		3631
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-12.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION


Item 1.		Financial Statements

Consolidated Statements of Earnings
GENERAL MILLS, INC. AND SUBSIDIARIES

~~CONSOLIDATED STATEMENTS OF EARNINGS~~
(Unaudited) (In Millions, Except per Share Data)


					Nine-Month
	Quarter Ended				Period Ended
	Feb. 28,		Feb. 22,		Feb. 28,		Feb. 22,			Quarter Ended
	2010		2009		2010		2009			Aug. 29,		Aug. 30,
										2010		2009
Net sales	$	3,629.1	$	3,537.4	$	11,226.1	$	11,045.6		$	3,533.1	$	3,482.4

Cost of sales		2,251.6		2,259.9		6,643.8		7,356.7			2,008.8		2,041.6

Selling, general, and administrative expenses		809.6		670.6		2,418.7		2,118.1			762.9		748.7

Divestiture (gain)		—		—		—		(128.8	)

Restructuring, impairment, and other exit costs		6.3		1.2		30.4		6.4
Restructuring, impairment, and other exit costs (income)											1.0		(0.8	)


Operating profit		561.6		605.7		2,133.2		1,693.2			760.4		692.9

Interest, net		94.2		98.6		274.6		281.6			90.3		91.9


Earnings before income taxes and after-tax earnings from joint ventures		467.4		507.1		1,858.6		1,411.6			670.1		601.0

Income taxes		157.9		231.7		622.7		538.0			223.0		203.2

After-tax earnings from joint ventures		24.0		15.7		86.4		79.7			26.5		24.2


Net earnings, including earnings attributable to noncontrolling interests		333.5		291.1		1,322.3		953.3			473.6		422.0

Net earnings attributable to noncontrolling interests		1.0		2.2		3.7		7.7			1.5		1.4


Net earnings	$	332.5	$	288.9	$	1,318.6	$	945.6
Net earnings attributable to General Mills										$	472.1	$	420.6


Earnings per share - basic	$	1.00	$	0.88	$	4.01	$	2.84		$	0.73	$	0.64


Earnings per share - diluted	$	0.96	$	0.85	$	3.87	$	2.73		$	0.70	$	0.62


Dividends per share	$	0.49	$	0.43	$	1.43	$	1.29		$	0.28	$	0.24

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES

~~CONSOLIDATED BALANCE SHEETS~~
(In Millions, Except Par Value)


	Feb. 28,			May 31,			Aug. 29,			May 30,
	2010			2009			2010			2010
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	691.3		$	749.8		$	697.0		$	673.2
Receivables		1,180.2			953.4			1,173.1			1,041.6
Inventories		1,474.6			1,346.8			1,665.2			1,344.0
Deferred income taxes		8.1			15.6			35.6			42.7
Prepaid expenses and other current assets		322.9			469.3			382.9			378.5


Total current assets		3,677.1			3,534.9			3,953.8			3,480.0

Land, buildings, and equipment		3,004.4			3,034.9			3,111.7			3,127.7
Goodwill		6,645.7			6,663.0			6,613.5			6,592.8
Other intangible assets		3,740.9			3,747.0			3,727.7			3,715.0
Other assets		1,148.1			895.0			803.8			763.4


Total assets	$	18,216.2		$	17,874.8		$	18,210.5		$	17,678.9


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	690.5		$	803.4		$	888.0		$	849.5
Current portion of long-term debt		107.4			508.5			107.3			107.3
Notes payable		581.1			812.2			1,349.8			1,050.1
Other current liabilities		1,607.4			1,481.9			1,746.4			1,762.2


Total current liabilities		2,986.4			3,606.0			4,091.5			3,769.1

Long-term debt		5,671.6			5,754.8			5,771.6			5,268.5
Deferred income taxes		1,141.4			1,165.3			885.1			874.6
Other liabilities		1,939.7			1,932.2			2,090.9			2,118.7


Total liabilities		11,739.1			12,458.3			12,839.1			12,030.9


Stockholders’ equity:

Common stock, 377.3 shares issued, $0.10 par value		37.7			37.7
Common stock, 754.6 shares issued, $0.10 par value								75.5			75.5
Additional paid-in capital		1,314.5			1,249.9			1,282.5			1,307.1
Retained earnings		8,075.9			7,235.6			8,410.4			8,122.4
Common stock in treasury, at cost, shares of 45.7 and 49.3		(2,336.3	)		(2,473.1	)
Common stock in treasury, at cost, shares of 113.8 and 98.1								(3,252.7	)		(2,615.2	)
Accumulated other comprehensive loss		(859.7	)		(877.8	)		(1,390.9	)		(1,486.9	)


Total stockholders’ equity		6,232.1			5,172.3			5,124.8			5,402.9

Noncontrolling interests		245.0			244.2			246.6			245.1

							��
Total equity		6,477.1			5,416.5			5,371.4			5,648.0


Total liabilities and equity	$	18,216.2		$	17,874.8		$	18,210.5		$	17,678.9

See accompanying notes to consolidated financial statements.

Consolidated Statements of Total Equity and Comprehensive Income
GENERAL MILLS, INC. AND SUBSIDIARIES

~~CONSOLIDATED STATEMENTS OF TOTAL EQUITY AND COMPREHENSIVE INCOME~~
(Unaudited) (In Millions, Except per Share Data)


	$.10 Par Value Common Stock
	(One Billion Shares Authorized)																									$.10 Par Value Common Stock
	Issued							Treasury																		(One Billion Shares Authorized)
																	Accumulated									Issued							Treasury
					Additional												Other																									Accumulated
			Par		Paid-In									Retained			Comprehensive			Noncontrolling										Additional												Other
	Shares		Amount		Capital			Shares			Amount			Earnings			Income (Loss)			Interests			Total					Par		Paid-In									Retained			Comprehensive			Noncontrolling
																										Shares		Amount		Capital			Shares			Amount			Earnings			Income (Loss)			Interests			Total
Balance as of May 25, 2008		377.3	$	37.7	$	1,149.1			(39.8	)	$	(1,658.4	)	$	6,510.7		$	173.1		$	246.6		$	6,458.8

Balance as of May 31, 2009																											754.6	$	75.5	$	1,212.1			(98.6	)	$	(2,473.1	)	$	7,235.6		$	(877.8	)	$	244.2		$	5,416.5
Comprehensive income:
Net earnings, including earnings attributable to noncontrolling interests															1,304.4						9.3			1,313.7																1,530.5						4.5			1,535.0
Other comprehensive loss																		(1,050.9	)		(1.2	)		(1,052.1	)
Other comprehensive income (loss)																																											(609.1	)		0.2			(608.9	)

Total comprehensive income																								261.6																									926.1
Cash dividends declared ($1.72 per share)															(579.5	)								(579.5	)
Stock compensation plans (includes income tax benefits of $94.0)						23.0			9.8			443.1												466.1
Cash dividends declared ($0.96 per share)																																								(643.7	)								(643.7	)
Stock compensation plans (includes income tax benefits of $114.0)																															53.3			21.8			549.7												603.0
Shares purchased									(20.2	)		(1,296.4	)											(1,296.4	)									(21.3	)		(691.8	)											(691.8	)
Shares issued for acquisition						16.4			0.9			38.6												55.0
Unearned compensation related to restricted stock awards						(56.2	)																	(56.2	)
Unearned compensation related to restricted stock unit awards																															(65.6	)																	(65.6	)
Distributions to noncontrolling interest holders																					(10.5	)		(10.5	)																					(3.8	)		(3.8	)
Earned compensation						117.6																		117.6							107.3																		107.3

Balance as of May 31, 2009		377.3		37.7		1,249.9			(49.3	)		(2,473.1	)		7,235.6			(877.8	)		244.2			5,416.5
Balance as of May 30, 2010																											754.6		75.5		1,307.1			(98.1	)		(2,615.2	)		8,122.4			(1,486.9	)		245.1			5,648.0
Comprehensive income:
Net earnings, including earnings attributable to noncontrolling interests															1,318.6						3.7			1,322.3																472.1						1.5			473.6
Other comprehensive income																		18.1			0.3			18.4																			96.0			0.7			96.7

Total comprehensive income																								1,340.7																									570.3
Cash dividends declared ($1.43 per share)															(478.3	)								(478.3	)
Stock compensation plans (includes income tax benefits of $86.2)						42.8			9.1			461.1												503.9
Cash dividends declared ($0.28 per share)																																								(184.1	)								(184.1	)
Stock compensation plans (includes income tax benefits of $35.0)																															14.9			5.7			150.9												165.8
Shares purchased									(5.5	)		(324.3	)											(324.3	)									(21.4	)		(788.4	)											(788.4	)
Unearned compensation related to restricted stock awards						(61.2	)																	(61.2	)						(77.4	)																	(77.4	)
Distributions to noncontrolling interest holders																					(3.2	)		(3.2	)																					(0.7	)		(0.7	)
Earned compensation						83.0																		83.0							37.9																		37.9

Balance as of Feb. 28, 2010		377.3	$	37.7	$	1,314.5			(45.7	)	$	(2,336.3	)	$	8,075.9		$	(859.7	)	$	245.0		$	6,477.1
Balance as of Aug. 29, 2010																											754.6	$	75.5	$	1,282.5			(113.8	)	$	(3,252.7	)	$	8,410.4		$	(1,390.9	)	$	246.6		$	5,371.4

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~
(Unaudited) (In Millions)


	Nine-Month Period Ended						Quarter Ended
	Feb. 28,			Feb. 22,			Aug. 29,			Aug. 30,
	2010			2009			2010			2009
Cash Flows - Operating Activities
Net earnings	$	1,318.6		$	945.6
Net earnings, including earnings attributable to noncontrolling interests							$	473.6		$	422.0
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		340.3			333.6			111.3			111.1
After-tax earnings from joint ventures		(86.4	)		(79.7	)		(26.5	)		(24.2	)
Stock-based compensation		83.0			98.5			37.9			37.5
Deferred income taxes		—			(19.6	)		22.4			12.5
Tax benefit on exercised options		(86.2	)		(91.0	)		(35.0	)		(14.7	)
Distributions of earnings from joint ventures		32.5			29.9			21.5			16.8
Pension and other postretirement benefit plan contributions		(9.1	)		(12.3	)		(2.4	)		(2.2	)
Pension and other postretirement benefit plan income		(28.0	)		(20.1	)
Divestiture (gain)		—			(128.8	)
Gain on insurance settlement		—			(41.3	)
Restructuring, impairment, and other exit costs (income)		23.9			(1.6	)
Pension and other postretirement benefit plan expense (income)								18.3			(1.8	)
Restructuring, impairment, and other exit income								(1.0	)		(0.7	)
Changes in current assets and liabilities		(75.6	)		139.8			(406.1	)		(298.8	)
Other, net		45.2			(23.1	)		(36.4	)		17.6


Net cash provided by operating activities		1,558.2			1,129.9			177.6			275.1


Cash Flows - Investing Activities
Purchases of land, buildings, and equipment		(418.9	)		(351.1	)		(132.6	)		(126.3	)
Investments in affiliates, net		(121.8	)		(6.8	)		(1.9	)		0.8
Proceeds from disposal of land, buildings, and equipment		7.1			2.0			1.8			5.7
Proceeds from divestiture of product line		—			192.5
Proceeds from insurance settlement		—			41.3
Other, net		48.9			(34.2	)		12.5			2.7


Net cash used by investing activities		(484.7	)		(156.3	)		(120.2	)		(117.1	)


Cash Flows - Financing Activities
Change in notes payable		(234.1	)		(775.7	)		299.0			101.4
Issuance of long-term debt		—			1,850.0			500.0			—
Payment of long-term debt		(505.0	)		(358.1	)		(1.8	)		(2.1	)
Proceeds from common stock issued on exercised options		321.2			286.6			88.1			75.4
Tax benefit on exercised options		86.2			91.0			35.0			14.7
Purchases of common stock for treasury		(324.3	)		(1,232.4	)		(788.4	)		(233.9	)
Dividends paid		(478.3	)		(437.8	)		(184.1	)		(156.2	)
Other, net		(0.1	)		(9.5	)		(5.1	)		—


Net cash used by financing activities		(1,134.4	)		(585.9	)		(57.3	)		(200.7	)


Effect of exchange rate changes on cash and cash equivalents		2.4			(111.4	)		23.7			4.5

Increase (decrease) in cash and cash equivalents		(58.5	)		276.3			23.8			(38.2	)
Cash and cash equivalents - beginning of year		749.8			661.0			673.2			749.8


Cash and cash equivalents - end of period	$	691.3		$	937.3		$	697.0		$	711.6


Cash Flow from Changes in Current Assets and Liabilities:
Receivables	$	(244.9	)	$	(130.4	)	$	(121.1	)	$	(181.0	)
Inventories		(136.3	)		(61.5	)		(316.0	)		(297.4	)
Prepaid expenses and other current assets		117.1			72.1			(6.0	)		94.5
Accounts payable		(53.9	)		(137.6	)		76.1			44.1
Other current liabilities		242.4			397.2			(39.1	)		41.0


Changes in current assets and liabilities	$	(75.6	)	$	139.8		$	(406.1	)	$	(298.8	)

See accompanying notes to consolidated financial statements.

GENERAL MILLS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Background

The accompanying Consolidated Financial Statements of General Mills, Inc. (we, us, our, General Mills, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations for reporting on Form 10-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. Operating results for the ~~quarterly and nine-month periods~~quarter ended ~~February 28,~~August 29, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending May ~~30, 2010.~~29, 2011.

These statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual Report on Form 10-K for the fiscal year ended May ~~31, 2009.~~30, 2010. 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 Form 10-K, except as discussed in Notes 2, ~~16,~~15, and 1716 to these Consolidated Financial Statements.

(2) Basis of Presentation and Reclassification

In December 2007, the Financial Accounting Standards Board (FASB) issued new guidance on noncontrolling interests in financial statements. The guidance established accounting and reporting standards that require: the ownership interest in subsidiaries held by parties other than the parent to be clearly identified and presented in the Consolidated Balance Sheets within equity, but separate from the parent’s equity; the amount of consolidated net earnings attributable to the parent and the noncontrolling interest to be clearly identified and presented on the face of the Consolidated Statements of Earnings; and changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary to be accounted for consistently.

~~We adopted the guidance at~~At the beginning of fiscal ~~2010. To conform~~2011, we revised the classification of certain revenues and expenses to better align our income statement line items with how we manage our business. We revised the ~~current period presentation, we made the following reclassifications to net earnings attributable to noncontrolling interests~~classification of amounts previously reported in our Consolidated Statements of ~~Earnings:~~

Nine-Month
Quarter Ended Period Ended
In Millions Feb. 22, 2009 Feb. 22, 2009

From interest, net $ 1.8 $ 6.0
From selling, general, and administrative expenses 0.4 1.7

Total net earnings attributable to noncontrolling interests $ 2.2 $ 7.7

Also, noncontrolling interests previously reported as minority interests have been reclassified to a separate section in equity on the Consolidated Balance Sheets as a result of the adoption. In addition, certain other reclassifications to our previously reported financial information have been madeEarnings to conform to the current ~~period~~year presentation. These revised classifications had no effect on previously reported net earnings attributable to General Mills or earnings per share. The changes include:

~~(3) Acquisitions~~• Revising the classification of certain customer logistics allowances as a reduction of net sales (previously recorded as cost of sales). The impact of this change was a decrease in net sales of $36.4 million and ~~Divestitures~~

~~There were no acquisitions or divestitures~~a corresponding decrease to cost of sales in the ~~nine-month period~~quarter ended ~~February 28, 2010.~~August 30, 2009.

~~During the second quarter of fiscal 2009, we sold our~~~~Pop~~• Revising the classification of certain promotion-related costs, customer allowances, and supply chain costs as cost of sales or selling, general, and administrative (SG&A) expenses (previously recorded as a reduction of net sales or SG&A expenses). The impact of these changes was a net increase to cost of sales of $17.9 million and a corresponding decrease to SG&A expenses in the quarter ended August 30, 2009.

•~~Secret~~~~microwave popcorn product line~~ Shifting allocation of certain SG&A expenses, primarily stock-based compensation, between segment operating profit and unallocated corporate items. The impact of this change was a decrease to segment operating profit of $5.2 million and a corresponding decrease in unallocated corporate items in the quarter ended August 30, 2009.

• Shifting sales responsibility for ~~$192.5~~a customer from our Bakeries and Foodservice segment to our U.S. Retail segment. For the quarter ended August 30, 2009, net sales of $2.7 million and segment operating profit of $1.1 million previously recorded in ~~cash,~~our Bakeries and ~~we recorded~~Foodservice segment have now been reported in the U.S. Retail segment.

In May 2010, our Board of Directors approved a ~~pre-tax gain of $128.8 million. We received cash proceeds of $158.9 million after repayment~~two-for-one stock split to be effected in the form of a ~~lease obligation~~100 percent stock dividend to stockholders of record on May 28, 2010. The Company’s stockholders received one additional share of common stock for each share of common stock in their possession on that date. The additional shares were distributed on June 8, 2010. This did not change the proportionate interest that a stockholder maintained in the Company. All shares and ~~transaction costs.~~per share amounts have been adjusted for the two-for-one stock split throughout this report.

~~During the first quarter of fiscal 2009, we acquired Humm Foods, Inc. (Humm Foods), the maker of~~~~Lärabar~~fruit and nut energy bars. We issued 0.9 million shares of our common stock with a value of $55.0 million to the shareholders of Humm Foods as consideration for the acquisition. We recorded the purchase price less tangible and intangible net assets acquired as goodwill of $41.6 million. The pro forma effect of this acquisition was not material.

~~(4)~~(3) Restructuring, Impairment, and Other Exit Costs

Restructuring, impairment, and other exit costs (income) were as follows:


					Nine-Month
	Quarter Ended				Period Ended					Quarter Ended
	Feb. 28,		Feb. 22,		Feb. 28,			Feb. 22,		Aug. 29,		Aug. 30,
In Millions	2010		2009		2010			2009		2010		2009

Discontinuation of underperforming products in our U.S. Retail segment	$	—	$	—	$	24.1		$	—
Discontinuation of underperforming products in our Bakeries and Foodservice segment		6.1		—		6.1			—
Closure and sale of Contagem, Brazil bread and pasta plant		0.2		—		(0.6	)		—
Sale of Contagem, Brazil bread and pasta plant											—		(1.0	)
Charges associated with restructuring actions previously announced		—		1.2		0.8			6.4		1.0		0.2

Total	$	6.3	$	1.2	$	30.4		$	6.4	$	1.0	$	(0.8	)

In the first quarter of fiscal 2011, we did not undertake any new restructuring actions. During the ~~third~~first quarter of fiscal 2010, we decided to exit certain underperforming products in our Bakeries and Foodservice segment. As a result of this decision, we concluded that the future cash flows generated by these products will be insufficient to recover the net book value of the associated long-lived assets. Accordingly, we recorded a non-cash charge of $6.1 million primarily related to the impairment of these long-lived assets. No employees were affected and we expect this action to be completed by the end of the third quarter of fiscal 2011.

During the nine-month period ended February 28, 2010, we took restructuring actions in addition to the item described above. We decided to exit certain underperforming products in our U.S. Retail segment to rationalize capacity for more profitable items. Our decisions to exit these products resulted in a $24.1 million non-cash charge against the related long-lived assets. No employees were affected by these actions. We expect to recognize $2.5 million of other exit costs related to these actions, which we anticipate will be completed by the end of the second quarter of fiscal 2011. During the nine-month period ended February 28, 2010, we also recorded a net gain of ~~$0.6~~$1.0 million related to the closure and sale of our Contagem, Brazil bread and pasta plant. ~~In addition, we recorded $0.8 million of costs related to previously announced restructuring actions.~~

During the nine-month period ended February 22, 2009, we did not undertake any new restructuring actions. We incurred incremental plant closure expenses related to previously announced restructuring activities of $1.2 million in the third quarter of fiscal 2009, and $6.4 million in the nine-month period ended February 22, 2009.

~~(5)~~(4) Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill during fiscal ~~2010~~2011 were as follows:


					Bakeries and		Joint										Bakeries and		Joint
In Millions	U.S.Retail		International		Foodservice		Ventures			Total			U.S. Retail		International		Foodservice		Ventures		Total

Balance as of May 31, 2009	$	5,098.3	$	123.3	$	923.0	$	518.4		$	6,663.0
Balance as of May 30, 2010													$	5,098.3	$	122.0	$	923.0	$	449.5	$	6,592.8
Other activity, primarily foreign currency translation		—		2.1		—		(19.4	)		(17.3	)		—		2.8		—		17.9		20.7

Balance as of Feb. 28, 2010	$	5,098.3	$	125.4	$	923.0	$	499.0		$	6,645.7
Balance as of Aug. 29, 2010													$	5,098.3	$	124.8	$	923.0	$	467.4	$	6,613.5

The changes in the carrying amount of other intangible assets during fiscal ~~2010~~2011 were as follows:


						Joint											Joint
In Millions	U.S. Retail			International		Ventures			Total			U.S. Retail			International		Ventures		Total

Balance as of May 31, 2009	$	3,208.9		$	462.6	$	75.5		$	3,747.0
Balance as of May 30, 2010												$	3,206.6		$	445.3	$	63.1	$	3,715.0
Other activity, primarily foreign currency translation		(1.5	)		0.7		(5.3	)		(6.1	)		(0.9	)		13.1		0.5		12.7

Balance as of Feb. 28, 2010	$	3,207.4		$	463.3	$	70.2		$	3,740.9
Balance as of Aug. 29, 2010												$	3,205.7		$	458.4	$	63.6	$	3,727.7

~~(6)~~(5) Inventories

The components of inventories were as follows:


	Feb. 28,			May 31,			Aug. 29,			May 30,
In Millions	2010			2009			2010			2010

Raw materials and packaging	$	262.2		$	273.1		$	288.2		$	247.5
Finished goods		1,196.6			1,096.1			1,360.0			1,131.4
Grain		149.0			126.9			158.6			107.4
Excess of FIFO or weighted-average cost over LIFO cost		(133.2	)		(149.3	)		(141.6	)		(142.3	)

Total	$	1,474.6		$	1,346.8		$	1,665.2		$	1,344.0

~~(7)~~(6) Financial Instruments, Risk Management Activities, and Fair Values

Financial Instruments.The carrying values of cash and cash equivalents, receivables, accounts payable, other current liabilities, and notes payable approximate fair value. Marketable securities are carried at fair value. As of ~~February 28,~~August 29, 2010, and May ~~31, 2009,~~30, 2010, a comparison of cost and market values of our marketable debt and equity securities is as follows:


	Cost				Market Value				Gross Gains					Gross Losses					Cost				Market Value				Gross Gains				Gross Losses
	Feb. 28,		May 31,		Feb. 28,		May 31,		Feb. 28,		May 31,			Feb. 28,		May 31,			Aug. 29,		May 30,		Aug. 29,		May 30,		Aug. 29,		May 30,		Aug. 29,		May 30,
In Millions	2010		2009		2010		2009		2010		2009			2010		2009			2010		2010		2010		2010		2010		2010		2010		2010

Available for sale:
Debt securities	$	11.8	$	35.1	$	11.9	$	35.0	$	0.1	$	0.1	��	$	—	$	(0.2	)	$	11.6	$	11.8	$	11.8	$	11.9	$	0.2	$	0.1	$	—	$	—
Equity securities		6.1		6.1		14.4		13.8		8.3		7.7			—		—			6.5		6.1		14.0		15.5		7.6		9.4		0.1		—

Total	$	17.9	$	41.2	$	26.3	$	48.8	$	8.4	$	7.8		$	—	$	(0.2	)	$	18.1	$	17.9	$	25.8	$	27.4	$	7.8	$	9.5	$	0.1	$	—

Earnings include insignificant realized gains from sales of available-for-sale marketable securities. Gains and losses are determined by specific identification. Classification of marketable securities as current or noncurrent is dependent upon management’s intended holding period, the security’s maturity date, or both. The aggregate unrealized gains and losses on available-for-sale securities, net of tax effects, are classified in accumulated other comprehensive income (loss) (AOCI) within stockholders’ equity. Scheduled maturities of our marketable securities are as follows:


	Available for Sale				Available for Sale
			Market				Market
In Millions	Cost		Value		Cost		Value

Under 1 year (current)	$	4.8	$	4.8	$	5.2	$	5.2
From 1 to 3 years		0.8		0.8		0.4		0.4
From 4 to 7 years		4.1		4.1		4.9		5.0
Over 7 years		2.1		2.2		1.1		1.2
Equity securities		6.1		14.4		6.5		14.0

Total	$	17.9	$	26.3	$	18.1	$	25.8

Marketable securities with a market value of $2.3 million as of ~~February 28,~~August 29, 2010, were pledged as collateral for certain derivative contracts.

The fair values and carrying amounts of long-term debt, including the current portion, were ~~$6,334.0~~$6,646.5 million and ~~$5,779.0~~$5,878.9 million, respectively, as of ~~February 28,~~August 29, 2010. 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.

Risk Management Activities.As a part of our ongoing operations, we are exposed to market risks such as changes in interest rates, foreign currency exchange rates, and commodity prices. To manage these risks, we may enter into various derivative transactions (e.g., futures, options, and swaps) pursuant to our established policies.

Commodity Price Risk.Many commodities we use in the production and distribution of our products are exposed to market price risks. We utilize derivatives to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils (principally soybean), non-fat dry milk, natural gas, and diesel fuel. Our primary objective when entering into these derivative contracts is to achieve certainty with regard to the future price of commodities purchased for use in our supply chain. We manage our exposures through a combination of purchase orders, long-term contracts with suppliers, exchange-traded futures and options, and over-the-counter options and swaps. We offset our exposures based on current and projected market conditions and generally seek to acquire the inputs at as close 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 nonetheless believe that these instruments are effective in achieving our objective of providing certainty in the future price of commodities purchased for use in our supply chain. Accordingly, for purposes of measuring segment operating performance these gains and losses are reported in unallocated corporate items outside of segment operating results until such time that the exposure we are managing affects earnings. At that time we reclassify the gain or loss from unallocated corporate items to segment operating profit, allowing our operating segments to realize the economic effects of the derivative without experiencing any resulting mark-to-market volatility, which remains in unallocated corporate items.

Unallocated corporate items for the ~~quarterly and nine-month periods~~quarters ended ~~February 28,~~August 29, 2010, and ~~February 22,~~August 30, 2009, included:


							Nine-Month
	Quarter Ended						Period Ended						Quarter Ended
	Feb. 28,			Feb. 22,			Feb. 28,			Feb. 22,			Aug. 29,		Aug. 30,
In Millions	2010			2009			2010			2009			2010		2009

Net gain (loss) on mark-to-market valuation of commodity positions	$	1.6		$	(28.4	)	$	(9.6	)	$	(300.4	)	$	40.1	$	(28.7	)
Net loss (gain) on commodity positions reclassified from unallocated corporate items to segment operating profit		(0.1	)		81.9			60.5			47.2
Net loss on commodity positions reclassified from unallocated corporate items to segment operating profit														7.2		26.5
Net mark-to-market revaluation of certain grain inventories		(6.5	)		17.7			(3.3	)		(36.2	)		24.6		(12.6	)

Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items	$	(5.0	)	$	71.2		$	47.6		$	(289.4	)	$	71.9	$	(14.8	)

As of ~~February 28,~~August 29, 2010, the net notional value of commodity derivatives was ~~$598.7~~$107.9 million, ~~of which $461.5 million related to agricultural inputs and $137.2 million~~primarily related to energy inputs. These contracts relate to inputs that generally will be utilized within the next 12 months.

Interest Rate Risk.We are exposed to interest rate volatility with regard to future issuances of fixed-rate debt, and existing and future issuances of floating-rate debt. Primary exposures include U.S. Treasury rates, LIBOR, and commercial paper rates in the United States and Europe. We use interest rate swaps and forward-starting interest rate swaps to hedge our exposure to interest rate changes, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed versus floating-rate debt, based on current and projected market conditions. Generally under these swaps, we agree with a counterparty to exchange the difference between fixed-rate and floating-rate interest amounts based on an agreed upon notional principal amount.

Floating Interest Rate Exposures — Except as discussed below, floating-to-fixed interest rate swaps are accounted for as cash flow hedges, as are all hedges of forecasted issuances of debt. Effectiveness is assessed based on either the perfectly effective hypothetical derivative method or changes in the present value of interest payments on the underlying debt. Effective gains and losses deferred to AOCI are reclassified into earnings over the life of the associated debt. Ineffective gains and losses are recorded as net interest. The amount of hedge ineffectiveness was less than $1 million as of ~~February 28,~~August 29, 2010.

Fixed Interest Rate Exposures — Fixed-to-floating interest rate swaps are accounted for as fair value hedges with effectiveness assessed based on changes in the fair value of the underlying debt and derivatives, using incremental borrowing rates currently available on loans with similar terms and maturities. Ineffective gains and losses on these derivatives and the underlying hedged items are recorded as net interest. The amount of hedge ineffectiveness was less than $1 million as of ~~February 28,~~August 29, 2010.

During the fourth quarter of fiscal 2010, in advance of a planned debt financing, we entered into $500 million of treasury lock derivatives with an average fixed rate of 4.3 percent. All of these treasury locks were cash settled for $17.1 million coincident with the issuance of our $500 million 30-year fixed-rate notes, which settled during the first quarter of fiscal 2011. As of August 29, 2010, a $16.7 million pre-tax loss remained in AOCI, which will be reclassified to earnings over the term of the underlying debt.

During the second quarter of fiscal 2010 we entered into ~~$700~~$700.0 million of interest rate swaps to convert ~~$700~~$700.0 million of ~~5.65%~~5.65 percent fixed-rate notes, ~~due September 10, 2012,~~ to floating rates. In May 2010, we repurchased $179.2 million of our 5.65 percent notes, and as a result, we received $2.7 million to settle a portion of these swaps that related to the repurchased debt.

In anticipation of our acquisition of The Pillsbury Company (Pillsbury) and other financing needs, we entered into pay-fixed interest rate swap contracts during fiscal 2001 and 2002 totaling $7.1 billion to lock in our interest payments on the associated debt. As of ~~February 28,~~August 29, 2010, we still owned $1.6 billion of Pillsbury-related pay-fixed swaps that were previously neutralized with offsetting pay-floating swaps in fiscal 2002.

In advance of a planned debt financing in fiscal 2007, we entered into $700.0 million pay-fixed, forward-starting interest rate swaps with an average fixed rate of 5.7 percent. All of these forward-starting interest rate swaps were cash settled for $22.5 million coincident with our $1.0 billion 10-year fixed-rate note offering on January 24, 2007. As of ~~February 28,~~August 29, 2010, a ~~$15.5~~$14.4 million pre-tax loss remained in AOCI, which will be reclassified to earnings over the term of the underlying debt.

The following table summarizes the notional amounts and weighted-average interest rates of our interest rate swaps. As discussed above, we have neutralized all of our Pillsbury-related pay-fixed swaps with pay-floating swaps;

however, we cannot present them on a net basis in the following table because the offsetting occurred with different counterparties. Average floating rates are based on rates as of the end of the reporting period.


	Feb. 28,			May 31,			Aug. 29,			May 30,
In Millions	2010			2009			2010			2010

Pay-floating swaps - notional amount	$	2,344.9		$	1,859.3		$	2,155.6		$	2,155.6
Average receive rate		4.6	%		5.7	%		4.8	%		4.8	%
Average pay rate		0.2	%		0.3	%		0.3	%		0.3	%
Pay-fixed swaps - notional amount	$	1,600.0		$	2,250.0		$	1,600.0		$	1,600.0
Average receive rate		0.2	%		0.5	%		0.3	%		0.3	%
Average pay rate		7.3	%		6.4	%		7.3	%		7.3	%

The swap contracts mature at various dates from fiscal ~~2010~~2011 to 2013 as follows:


In Millions	Pay Floating		Pay Fixed		Pay Floating		Pay Fixed

2010	$	9.3	$	—
2011		17.6		—	$	17.6	$	—
2012		1,603.4		850.0		1,603.4		850.0
2013		714.6		750.0		534.6		750.0

Total	$	2,344.9	$	1,600.0	$	2,155.6	$	1,600.0

Foreign Exchange Risk.Foreign currency fluctuations affect our net investments in foreign subsidiaries and foreign currency cash flows related to foreign-dominated commercial paper, third party purchases, intercompany loans, and product shipments. We are also exposed to the translation of foreign currency earnings to the U.S. dollar. Our principal exposures are to the Australian dollar, British pound sterling, Canadian dollar, Chinese renminbi, euro, Japanese yen, and Mexican peso. We mainly use foreign currency forward contracts to selectively hedge our foreign currency cash flow exposures. We also generally swap our foreign-dominated commercial paper borrowings and nonfunctional currency intercompany loans back to U.S. dollars or the functional currency; the gains or losses on these derivatives offset the foreign currency revaluation gains or losses recorded in earnings on the associated borrowings. We generally do not hedge more than 18 months forward.

The amount of hedge ineffectiveness was less than $1 million as of ~~February 28,~~August 29, 2010.

We also have many net investments in foreign subsidiaries that are denominated in euros. We ~~previously~~ hedged a portion of these net investments by issuing euro-denominated commercial paper and foreign exchange forward contracts. As of ~~February 28,~~August 29, 2010, we had deferred net foreign currency transaction losses of $95.7 million in AOCI associated with hedging activity.

Fair Value Measurements and Financial Statement ~~Presentation.~~PresentationIn September 2006, the FASB issued new accounting guidance on fair value measurements. This guidance provides a single definition of fair value, a framework for measuring fair value, and expanded disclosures concerning fair value. The guidance applies to instruments accounted for under previously issued pronouncements that prescribe fair value as the relevant measure of value. We partially adopted the guidance at the beginning of fiscal 2009 for all instruments recorded at fair value on a recurring basis. In the first quarter of fiscal 2010 we adopted the remaining provisions of the guidance for all nonfinancial assets and liabilities that are not remeasured at fair value on a recurring basis. Our adoption of these provisions did not have a material impact on our results of operations or financial condition.

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


Level 1:		Unadjusted quoted prices in active markets for identical assets or liabilities.


Level 2:		Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.


Level 3:		Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability.

The fair values of our assets, liabilities, and derivative positions recorded at fair value as of ~~February 28,~~August 29, 2010, were as follows:


	Fair Values of Assets								Fair Values of Liabilities										Fair Values of Assets								Fair Values of Liabilities
In Millions	Level 1		Level 2		Level 3		Total		Level 1		Level 2			Level 3		Total			Level 1		Level 2		Level 3		Total		Level 1		Level 2			Level 3		Total

Derivatives designated as hedging instruments:
Interest rate contracts (a) (d)	$	—	$	8.1	$	—	$	8.1	$	—	$	—		$	—	$	—
Foreign exchange contracts (b) (c)		—		4.5		—		4.5		—		(19.5	)		—		(19.5	)
Interest rate contracts (a) (b)																			$	—	$	11.7	$	—	$	11.7	$	—	$	—		$	—	$	—
Foreign exchange contracts (c) (d)																				—		6.4		—		6.4		—		(13.3	)		—		(13.3	)

Total		—		12.6		—		12.6		—		(19.5	)		—		(19.5	)		—		18.1		—		18.1		—		(13.3	)		—		(13.3	)


Derivatives not designated as hedging instruments:
Interest rate contracts (a) (d)		—		148.7		—		148.7		—		(189.5	)		—		(189.5	)
Interest rate contracts (a) (b)																				—		117.1		—		117.1		—		(154.3	)		—		(154.3	)
Foreign exchange contracts ~~(b)~~(c)		—		5.8		—		5.8		—		(0.1	)		—		(0.1	)		—		6.0		—		6.0		—		(1.1	)		—		(1.1	)
Commodity contracts (b) (f)		2.2		14.4		—		16.6		—		—			—		—
Commodity contracts (c) (e)																				8.2		7.7		—		15.9		—		(3.7	)		—		(3.7	)

Total		2.2		168.9		—		171.1		—		(189.6	)		—		(189.6	)		8.2		130.8		—		139.0		—		(159.1	)		—		(159.1	)


Other assets and liabilities reported at fair value:
Marketable investments (e)		14.4		11.9		—		26.3		—		—			—		—
Grain contracts (f)		—		11.9		—		11.9		—		(13.1	)		—		(13.1	)
Long-lived assets (g)		—		2.9		—		2.9		—		—			—		—
Marketable investments (a) (f)																				14.0		11.8		—		25.8		—		—			—		—
Grain contracts (c) (e)																				—		58.2		—		58.2		—		(24.5	)		—		(24.5	)

Total		14.4		26.7		—		41.1		—		(13.1	)		—		(13.1	)		14.0		70.0		—		84.0		—		(24.5	)		—		(24.5	)

Total assets, liabilities, and derivative positions recorded at fair value	$	16.6	$	208.2	$	—	$	224.8	$	—	$	(222.2	)	$	—	$	(222.2	)	$	22.2	$	218.9	$	—	$	241.1	$	—	$	(196.9	)	$	—	$	(196.9	)


(a)		These contracts and investments are recorded as other assets or as other liabilities, as appropriate, based on whether in a gain or loss position. Certain marketable investments are recorded as cash and cash equivalents.

(b)		Based on LIBOR and swap rates.

(c)		These contracts are recorded as prepaid expenses and other current assets or as other current liabilities, as appropriate, based on whether in a gain or loss position.

~~(c)~~(d)		Based on observable market transactions of spot currency rates and forward currency prices.

~~(d)~~		~~Based on LIBOR and swap rates.~~

(e)		~~Based on prices of common stock and bond matrix pricing.~~

~~(f)~~		Based on prices of futures exchanges and recently reported transactions in the marketplace.

~~(g)~~(f)		~~We recorded a $4.8 million non-cash impairment charge in the third quarter~~Based on prices of ~~fiscal 2010 to write down certain long-lived assets to their fair value of $2.5 million. Fair value was based on historical activity for transactions of similar assets in the marketplace~~common stock and third party appraisals. These assets had a book value of $7.3 million and were associated with the restructuring activities described in Note 4. Also during the second quarter of fiscal 2010 we recorded a $6.6 million non-cash impairment charge to write down certain long-lived assets to their fair value of $0.4 million. Fair value was based on recently reported transactions for similar assets in the marketplace. These assets had a book value of $7.0 million and were associated with the exit activities described in Note 4.bond matrix pricing.

We did not significantly change our valuation techniques from prior periods.

Information related to our cash flow hedges, net investment hedges, and other derivatives not designated as hedging instruments for the ~~quarterly and nine-month periods~~quarters ended ~~February 28,~~August 29, 2010, and ~~February 22,~~August 30, 2009, follows:

Interest Rate Foreign Exchange Commodity
Contracts Contracts Equity Contracts Contracts Total
Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended
Feb. 28, Feb. 22, Feb. 28, Feb. 22, Feb. 28, Feb. 22, Feb. 28, Feb. 22, Feb. 28, Feb. 22,
In Millions 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009

Derivatives in Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in other comprehensive income (OCI) (a) $ 2.1 $ 1.1 $ (3.6 ) $ (1.5 ) $ — $ — $ — $ — $ (1.5 ) $ (0.4 )
Amount of gain (loss) reclassified from AOCI into earnings (a) (b) (3.8 ) 4.0 (9.8 ) (6.8 ) — — — — (13.6 ) (2.8 )
Amount of (gain) loss recognized in earnings (c) (d) — — 0.1 (0.2 ) — — — — 0.1 (0.2 )

Derivatives in Fair Value Hedging Relationships:
Amount of net loss recognized in earnings (e) (2.0 ) — — — — — — — (2.0 ) —

Derivatives Not Designated as Hedging Instruments:
Amount of gain (loss) recognized in earnings (f) 0.2 (0.4 ) 12.1 0.3 0.1 — 1.6 (28.4 ) 14.0 (28.5 )

Interest Rate Foreign Exchange Commodity
Contracts Contracts Equity Contracts Contracts Total
Nine-Month Nine-Month Nine-Month Nine-Month Nine-Month
Period Ended Period Ended Period Ended Period Ended Period Ended
Feb. 28, Feb. 22, Feb. 28, Feb. 22, Feb. 28, Feb. 22, Feb. 28, Feb. 22, Feb. 28, Feb. 22,
In Millions 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009

Derivatives in Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in OCI (a) $ 5.1 $ (0.7 ) $ (12.2 ) $ 48.2 $ — $ — $ — $ — $ (7.1 ) $ 47.5
Amount of gain (loss) reclassified from AOCI into earnings (a) (b) (11.4 ) 11.7 (9.0 ) (12.3 ) — — — — (20.4 ) (0.6 )
Amount of loss recognized in earnings (c) (d) — (0.1 ) (0.2 ) (0.2 ) — — — — (0.2 ) (0.3 )

Derivatives in Fair Value Hedging Relationships:
Amount of net loss recognized in earnings (e) (0.2 ) — — — — — — — (0.2 ) —

Derivatives in Net Investment Hedging Relationships:
Amount of gain recognized in OCI (a) — — — 6.0 — — — — — 6.0

Derivatives Not Designated as Hedging Instruments:
Amount of gain (loss) recognized in earnings (f) 4.2 2.6 12.1 (74.5 ) 0.2 0.1 (9.6 ) (300.4 ) 6.9 (372.2 )

Interest Rate Foreign Exchange Commodity
Contracts Contracts Equity Contracts Contracts Total
Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended
Aug. 29, Aug. 30, Aug. 29, Aug. 30, Aug. 29, Aug. 30, Aug. 29, Aug. 30, Aug. 29, Aug. 30,
In Millions 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009

Derivatives in Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in other comprehensive income (OCI) (a) $ — $ 0.4 $ (7.4 ) $ (2.0 ) $ — $ — $ — $ — $ (7.4 ) $ (1.6 )
Amount of gain
(loss) reclassified from
AOCI into earnings (a) (b) (3.3 ) (3.8 ) (5.6 ) 3.3 — — — — (8.9 ) (0.5 )
Amount of (gain) loss
recognized in earnings (c) (d) — — 0.3 (0.2 ) — — — — 0.3 (0.2 )

Derivatives Not Designated as Hedging Instruments:
Amount of gain (loss) recognized in earnings (e) (4.2 ) 2.5 (3.6 ) — — 0.1 — (28.7 ) (7.8 ) (26.1 )


(a)		Effective portion.

(b)		Gain (loss) reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and ~~selling, general, and administrative (SG&A)~~SG&A expenses for foreign exchange contracts.

(c)		All ~~loss~~gain (loss) recognized in earnings is related to the ineffective portion of the hedging relationship. No amounts were reported as a result of being excluded from the assessment of hedge effectiveness.

(d)		Loss recognized in earnings is reported in SG&A expenses for foreign exchange contracts.

(e)		The net amount of loss recognized in earnings is related to the ineffective portion of the hedging relationship and the related hedged items. No amounts were reported as a result of being excluded from the assessment of hedge effectiveness.

~~(f)~~		Gain (loss) recognized in earnings is reported in interest, net for interest rate contracts, in cost of sales for commodity contracts, and in SG&A expenses for equity contracts and foreign exchange contracts.

Amounts Recorded in Accumulated Other Comprehensive Loss.Unrealized losses from interest rate cash flow hedges recorded in AOCI as of ~~February 28,~~August 29, 2010, totaled ~~$18.8~~$23.0 million after tax. These deferred losses are primarily related to interest rate swaps we entered into in contemplation of future borrowings and other financing

requirements and are being reclassified into net interest over the lives of the hedged forecasted transactions. ~~As of February 28, 2010, we had no amounts from commodity derivatives recorded in AOCI.~~ Unrealized losses from foreign currency cash flow hedges recorded in AOCI as of ~~February 28,~~August 29, 2010, were ~~$15.5~~$7.0 million after-tax. The net amount of pre-tax gains and losses in AOCI as of ~~February 28,~~August 29, 2010, that we expect to be reclassified into net earnings within the next 12 months is ~~$36.8~~$19.8 million of expense.

Credit-Risk-Related Contingent Features.Certain of our derivative instruments contain provisions that require us to maintain an investment grade credit rating on our debt from each of the major credit rating agencies. If our debt were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position on ~~February 28,~~August 29, 2010, was ~~$3.2~~$5.7 million. We ~~have not posted any collateral associated with these contracts. If the credit-risk-related contingent features underlying these agreements were triggered on February 28, 2010, we~~ would be required to post ~~an additional $3.2 million~~this amount of collateral to the ~~counterparties.~~counterparties if the contingent features were triggered.

Counterparty Credit Risk.We enter into interest rate, foreign exchange, and certain commodity and equity derivatives, primarily with a diversified group of highly rated counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and, by policy, limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties; however, we have not incurred a material ~~loss and do not anticipate incurring any such material losses.~~loss. We also enter into commodity futures transactions through various regulated exchanges.

The amount of loss due to the credit risk of the counterparties, should the counterparties fail to perform according to the terms of the contracts, is ~~$56.1~~$33.9 million against which we hold ~~$4.3~~$2.0 million of collateral. Under the terms of master swap agreements, some of our transactions require collateral or other security to support financial instruments subject to threshold levels of exposure and counterparty credit risk. Collateral assets are either cash or U.S. Treasury instruments and are held in a trust account that we may access if the counterparty defaults.

~~(8)~~(7) Debt

The components of notes payable were as follows:


	Feb. 28,		May 31,		Aug. 29,		May 30,
In Millions	2010		2009		2010		2010

U.S. commercial paper	$	437.8	$	401.8	$	1,239.4	$	973.0
Euro commercial paper		—		275.0		10.3		—
Financial institutions		143.3		135.4		100.1		77.1

Total	$	581.1	$	812.2	$	1,349.8	$	1,050.1

To ensure availability of funds, we maintain bank credit lines sufficient to cover our outstanding short-term borrowings. Commercial paper is a continuing source of short-term financing. We issue commercial paper in the United States and Europe. Our commercial paper borrowings are supported by $2.9 billion of fee-paid committed credit lines, consisting of a $1.8 billion facility expiring in October 2012 and a $1.1 billion facility expiring in October 2010. As of ~~February 28,~~August 29, 2010, we did not have any outstanding borrowings under these credit lines. We also have $278.9 million in uncommitted credit lines that support our foreign operations.

In ~~January 2009,~~June 2010, we ~~sold $1.2 billion aggregate principal amount of our 5.65 percent notes due 2019. In August 2008, we sold $700.0~~issued $500.0 million aggregate principal amount of ~~our 5.25~~5.4 percent notes due ~~2013.~~2040. The proceeds of these notes were used to repay a portion of our outstanding commercial paper. Interest on these notes is payable semi-annually in arrears. These notes may be redeemed at our option at any time for a specified ~~make-whole~~make whole amount. These notes are senior unsecured, unsubordinated obligations that include a change of control repurchase provision.

In May 2010, we paid $437.0 million to repurchase in a cash tender offer $400.0 million of our previously issued debt. We repurchased $220.8 million of our 6.0 percent notes due 2012 and $179.2 million of our 5.65 percent notes due 2012. We issued commercial paper to fund the repurchase.

Our credit facilities and certain of our long-term debt and noncontrolling interests agreements contain restrictive covenants. As of ~~February 28,~~August 29, 2010, we were in compliance with all of these covenants.

1514

~~(9)~~(8) Stockholders’ Equity

The following table provides details of total comprehensive income:


	Quarter Ended									Quarter Ended									Quarter Ended									Quarter Ended
	Feb. 28, 2010									Feb. 22, 2009									Aug. 29, 2010									Aug. 30, 2009
In Millions	Pretax			Tax			Net			Pretax			Tax			Net			Pretax			Tax			Net			Pretax			Tax			Net

Net earnings							$	332.5								$	288.9
Net earnings attributable to General Mills																									$	472.1								$	420.6
Net earnings attributable to noncontrolling interests								1.0									2.2									1.5									1.4

Net earnings, including earnings attributable to noncontrolling interests							$	333.5								$	291.1								$	473.6								$	422.0

Other comprehensive income (loss):
Foreign currency translation adjustments	$	(148.4	)	$	—		$	(148.4	)	$	23.0		$	—		$	23.0
Net actuarial gain		2.8			(1.1	)		1.7			—			—			—
Foreign currency translation																			$	82.1		$	—		$	82.1		$	38.6		$	—		$	38.6
Other fair value changes:
Securities		1.0			(0.4	)		0.6			2.8			(1.1	)		1.7			(2.0	)		0.7			(1.3	)		0.3			(0.1	)		0.2
Hedge derivatives		(1.5	)		1.1			(0.4	)		(0.4	)		(0.8	)		(1.2	)		(7.4	)		0.1			(7.3	)		(1.6	)		(0.2	)		(1.8	)
Reclassification to earnings:
Hedge derivatives		13.6			(5.2	)		8.4			(2.8	)		1.4			(1.4	)		8.9			(3.4	)		5.5			0.5			(0.2	)		0.3
Amortization of losses and prior service costs		1.9			(0.7	)		1.2			6.1			(2.3	)		3.8			27.3			(10.3	)		17.0			4.6			(1.8	)		2.8

Other comprehensive income (loss) in accumulated other comprehensive loss		(130.6	)		(6.3	)		(136.9	)		28.7			(2.8	)		25.9
Other comprehensive income in accumulated other comprehensive loss																				108.9			(12.9	)		96.0			42.4			(2.3	)		40.1
Other comprehensive income attributable to noncontrolling interests		0.1			—			0.1			—			—			—			0.7			—			0.7			0.2			—			0.2

Other comprehensive income (loss)	$	(130.5	)	$	(6.3	)	$	(136.8	)	$	28.7		$	(2.8	)	$	25.9
Other comprehensive income																			$	109.6		$	(12.9	)	$	96.7		$	42.6		$	(2.3	)	$	40.3

Total comprehensive income							$	196.7								$	317.0								$	570.3								$	462.3


	Nine-Month Period Ended									Nine-Month Period Ended
	Feb. 28, 2010									Feb. 22, 2009
In Millions	Pretax			Tax			Net			Pretax			Tax			Net

Net earnings							$	1,318.6								$	945.6
Net earnings attributable to noncontrolling interests								3.7									7.7

Net earnings, including earnings attributable to noncontrolling interests							$	1,322.3								$	953.3

Other comprehensive income (loss):
Foreign currency translation adjustments	$	1.3		$	—		$	1.3		$	(531.2	)	$	—		$	(531.2	)
Net actuarial gain		8.4			(3.3	)		5.1			—			—			—
Other fair value changes:
Securities		0.8			(0.3	)		0.5			(2.6	)		1.0			(1.6	)
Hedge derivatives		(7.1	)		2.1			(5.0	)		47.5			(14.5	)		33.0
Reclassification to earnings:
Hedge derivatives		20.4			(7.8	)		12.6			(0.6	)		0.7			0.1
Amortization of losses and prior service costs		5.8			(2.2	)		3.6			16.3			(6.2	)		10.1

Other comprehensive income (loss) in accumulated other comprehensive loss		29.6			(11.5	)		18.1			(470.6	)		(19.0	)		(489.6	)
Other comprehensive income attributable to noncontrolling interests		0.3			—			0.3			—			—			—

Other comprehensive income (loss)	$	29.9		$	(11.5	)	$	18.4		$	(470.6	)	$	(19.0	)	$	(489.6	)

Total comprehensive income							$	1,340.7								$	463.7

Except for reclassifications to earnings, changes in other comprehensive income (loss) are primarily non-cash items.

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


	Feb. 28,			May 31,			Aug. 29,			May 30,
In Millions	2010			2009			2010			2010

Foreign currency translation adjustments	$	359.5		$	358.2		$	277.0		$	194.9
Unrealized gain (loss) from:
Securities		4.9			4.4			4.3			5.6
Hedge derivatives		(34.3	)		(41.9	)		(30.7	)		(28.9	)
Pension, other postretirement, and postemployment benefits:
Net actuarial loss		(1,163.1	)		(1,168.2	)		(1,609.3	)		(1,611.0	)
Prior service costs		(26.7	)		(30.3	)		(32.2	)		(47.5	)

Accumulated other comprehensive loss	$	(859.7	)	$	(877.8	)	$	(1,390.9	)	$	(1,486.9	)

~~(10)~~(9) Stock Plans

All shares and per share amounts have been adjusted for the two-for-one stock split on May 28, 2010.

We have various stock-based compensation programs under which awards, including stock options, restricted stock, and restricted stock units, may be granted to employees and non-employee directors. These programs and related accounting are described on pages 7478 to 7681 of our Annual Report on Form 10-K for the fiscal year ended May ~~31, 2009.~~30, 2010.

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


					Nine-Month
	Quarter Ended				Period Ended				Quarter Ended
	Feb. 28,		Feb. 22,		Feb. 28,		Feb. 22,		Aug. 29,		Aug. 30,
In Millions	2010		2009		2010		2009		2010		2009

Compensation expense related to stock-based payments	$	35.1	$	27.6	$	132.5	$	114.3	$	56.6	$	59.0

As of ~~February 28,~~August 29, 2010, unrecognized compensation expense related to non-vested stock options and restricted stock units was ~~$214.3~~$276.1 million. This expense will be recognized over 2326 months, on average.

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


	Nine-Month
	Period Ended				Quarter Ended
	Feb. 28,		Feb. 22,		Aug. 29,		Aug. 30,
In Millions	2010		2009		2010		2009

Net cash proceeds	$	321.0	$	287.3	$	88.3	$	75.4
Intrinsic value of options exercised	$	219.1	$	221.1	$	70.0	$	36.3

We estimate the fair value of each option on the grant date using the Black-Scholes option-pricing model, which requires 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. For fiscal 2009 and all future grants, we have excluded historical volatility for fiscal 2002 and prior, primarily because volatility driven by our acquisition of The Pillsbury Company does not reflect what we believe to be expected future 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 on ~~pages 74 and 75~~page 79 in our Annual Report on Form 10-K for the fiscal year ended May ~~31, 2009.~~30, 2010.

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


	Nine-Month
	Period Ended						Quarter Ended
	Feb. 28,			Feb. 22,			Aug. 29,			Aug. 30,
	2010			2009			2010			2009

Estimated fair values of stock options granted	$	6.39		$	$9.42		$	4.08		$	$3.18
Assumptions:
Risk-free interest rate		3.7	%		4.4	%		3.0	%		3.7	%
Expected term	8.5 years			8.5 years			8.5 years			8.5 years
Expected volatility		18.9	%		16.1	%		18.5	%		18.9	%
Dividend yield		3.4	%		2.7	%		3.0	%		3.4	%

Information on stock option activity follows:


						Weighted-									Weighted-
				Weighted-		Average		Aggregate					Weighted-		Average		Aggregate
				Average		Remaining		Intrinsic					Average		Remaining		Intrinsic
	Shares			Exercise		Contractual		Value		Options			Exercise		Contractual		Value
	(Thousands)			Price		Term (Years)		(Millions)		(Thousands)			Price		Term (Years)		(Millions)

Balance as of May 31, 2009		47,303.5		$	47.69
Balance as of May 30, 2010											81,104.6		$	25.17
Granted		3,389.7			55.98						5,073.8			37.40
Exercised		(8,328.1	)		39.47						(4,431.0	)		21.04
Forfeited or expired		(91.3	)		50.43						(18.1	)		28.14

Outstanding as of Feb. 28, 2010		42,273.8		$	49.97		4.70	$	931.9
Outstanding as of Aug. 29, 2010											81,729.3		$	26.15		4.85	$	812.2

Exercisable as of Feb. 28, 2010		25,574.2		$	45.48		2.75	$	678.5
Exercisable as of Aug. 29, 2010											53,229.5		$	23.57		3.13	$	662.2

Information on restricted stock unit activity follows:


	Equity Classified					Liability Classified										Equity Classified					Liability Classified
	Share-			Weighted-		Share-			Weighted-		Cash-Settled			Weighted-		Share-			Weighted-		Share-			Weighted-		Cash-Settled			Weighted-
	Settled			Average		Settled			Average		Share-Based			Average		Settled			Average		Settled			Average		Share-Based			Average
	Units			Grant-Date		Units			Grant-Date		Units			Grant-Date		Units			Grant-Date		Units			Grant-Date		Units			Grant-Date
	(Thousands)			Fair Value		(Thousands)			Fair Value		(Thousands)			Fair Value		(Thousands)			Fair Value		(Thousands)			Fair Value		(Thousands)			Fair Value

Non-vested as of May 31, 2009		4,391.1		$	56.70		158.8		$	57.97		874.9		$	63.40
Non-vested as of May 30, 2010																	10,209.8		$	28.49		424.3		$	28.64		3,703.7		$	29.65
Granted		1,183.2			55.41		71.1			55.84		1,054.0			55.84		2,133.6			37.38		111.4			37.40		1,200.7			37.40
Vested		(382.9	)		52.21		(9.6	)		57.97		(35.9	)		59.67		(2,596.4	)		26.10		(71.5	)		28.99		(76.9	)		31.48
Forfeited or expired		(93.0	)		57.25		(11.1	)		57.43		(36.1	)		57.82		(105.3	)		31.25		(24.8	)		28.10		(92.7	)		30.32

Non-vested as of Feb. 28, 2010		5,098.4		$	56.73		209.2		$	57.28		1,856.9		$	59.29
Non-vested as of Aug. 29, 2010																	9,641.7		$	31.06		439.4		$	30.83		4,734.8		$	31.57

The total grant-date fair value of restricted stock unit awards that vested in the ~~nine-month period~~quarter ended ~~February 28,~~August 29, 2010, was ~~$22.7~~$72.3 million, and restricted stock units with a grant-date fair value of ~~$76.9~~$12.4 million vested in the ~~nine-month period~~quarter ended ~~February 22,~~August 30, 2009.

1817

~~(11)~~(10) Earnings Per Share

Basic and diluted earnings per share (EPS) were calculated using the following:


					Nine-Month
	Quarter Ended				Period Ended				Quarter Ended
	Feb. 28,		Feb. 22,		Feb. 28,		Feb. 22,		Aug. 29,		Aug. 30,
In Millions, Except per Share Data	2010		2009		2010		2009		2010		2009

Net earnings	$	332.5	$	288.9	$	1,318.6	$	945.6
Net earnings attributable to General Mills									$	472.1	$	420.6


Average number of common shares - basic EPS		331.8		329.2		329.0		332.9		647.3		653.0
Incremental share effect from:
Stock options (a)		9.7		8.5		8.7		10.2
Restricted stock, restricted stock units, and other (a)		3.2		2.5		2.9		2.8
Incremental share effect from: (a)
Stock options										17.8		14.6
Restricted stock, restricted stock units, and other										6.8		5.2

Average number of common shares - diluted EPS		344.7		340.2		340.6		345.9		671.9		672.8

Earnings per share - basic	$	1.00	$	0.88	$	4.01	$	2.84	$	0.73	$	0.64
Earnings per share - diluted	$	0.96	$	0.85	$	3.87	$	2.73	$	0.70	$	0.62


(a)		Incremental shares from stock options and restricted stock units are computed by the treasury stock method. Stock options and restricted stock units excluded from our computation of diluted EPS because they were not dilutive were as follows:


					Nine-Month
	Quarter Ended				Period Ended				Quarter Ended
	Feb. 28,		Feb. 22,		Feb. 28,		Feb. 22,		Aug. 29,		Aug. 30,
In Millions	2010		2009		2010		2009		2010		2009

Anti-dilutive stock options and restricted stock units		—		6.6		4.2		4.9		5.1		20.8

~~(12)~~(11) Share Repurchases

On June 28, 2010, our Board of Directors approved an authorization for the repurchase of up to 100,000,000 shares of our common stock.

During the ~~third~~first quarter of fiscal ~~2010,~~2011, we repurchased ~~1.2~~21.4 million shares of common stock for an aggregate purchase price of ~~$88.9~~$788.4 million. During the ~~nine-month period ended February 28,~~first quarter of fiscal 2010, we repurchased ~~5.5~~8.6 million shares of common stock for an aggregate purchase price of ~~$324.3~~$233.9 million.

During the third quarter of fiscal 2009, we repurchased 0.1 million shares of common stock for an aggregate purchase price of $5.4 million. During the nine-month period ended February 22, 2009, we repurchased 18.9 million shares of common stock for an aggregate purchase price of $1,232.5 million.

~~(13)~~(12) Interest, Net

The components of interest were as follows:


							Nine-Month
	Quarter Ended						Period Ended						Quarter Ended
	Feb. 28,			Feb. 22,			Feb. 28,			Feb. 22,			Aug. 29,			Aug. 30,
Expense (Income), in Millions	2010			2009			2010			2009			2010			2009

Interest expense	$	96.9		$	104.6		$	283.5		$	302.6		$	93.8		$	95.3
Capitalized interest		(1.3	)		(0.6	)		(3.6	)		(3.5	)		(2.1	)		(1.1	)
Interest income		(1.4	)		(5.4	)		(5.3	)		(17.5	)		(1.4	)		(2.3	)

Interest, net	$	94.2		$	98.6		$	274.6		$	281.6		$	90.3		$	91.9

1918

~~(14)~~(13) Statements of Cash Flows

During the ~~nine-month period~~quarter ended ~~February 28,~~August 29, 2010, we made net cash interest payments of ~~$308.6~~$101.1 million, compared to ~~$223.7~~$117.6 million in the same period last year. Also, in the ~~nine-month period~~quarter ended ~~February 28,~~August 29, 2010, we made tax payments of ~~$479.6~~$27.8 million, compared to ~~$273.8~~$26.0 million in the same period last year. In fiscal 2009 we acquired Humm Foods by issuing to its shareholders 0.9 million shares of our common stock, with a value of $55.0 million, as consideration. This acquisition is treated as a non-cash transaction in our Consolidated Statements of Cash Flows.

~~(15)~~(14) Retirement and Postemployment Benefits

Components of net pension, other postretirement, and postemployment expense (income) ~~expense~~ were as follows:

Defined Benefit Other Postretirement Postemployment
Pension Plans Benefit Plans Benefit Plans
Quarter Ended Quarter Ended Quarter Ended
Feb. 28, Feb. 22, Feb. 28, Feb. 22, Feb. 28, Feb. 22,
In Millions 2010 2009 2010 2009 2010 2009

Service cost $ 17.7 $ 19.1 $ 3.3 $ 3.5 $ 1.8 $ 1.6
Interest cost 57.7 53.8 15.4 15.3 1.5 1.3
Expected return on plan assets (100.0 ) (96.4 ) (7.2 ) (7.5 ) — —
Amortization of losses 2.1 2.0 0.4 1.9 0.2 0.3
Amortization of prior service costs (credits) 1.8 1.8 (0.4 ) (0.3 ) 0.6 0.5
Other adjustments — — — — 2.4 2.1

Net (income) expense $ (20.7 ) $ (19.7 ) $ 11.5 $ 12.9 $ 6.5 $ 5.8


	Defined Benefit						Other Postretirement						Postemployment
	Pension Plans						Benefit Plans						Benefit Plans				Defined Benefit						Other Postretirement						Postemployment
	Nine-Month						Nine-Month						Nine-Month				Pension Plans						Benefit Plans						Benefit Plans
	Period Ended						Period Ended						Period Ended				Quarter Ended						Quarter Ended						Quarter Ended
	Feb. 28,			Feb. 22,			Feb. 28,			Feb. 22,			Feb. 28,		Feb. 22,		Aug. 29,			Aug. 30,			Aug. 29,			Aug. 30,			Aug. 29,		Aug. 30,
In Millions	2010			2009			2010			2009			2010		2009		2010			2009			2010			2009			2010		2009

Service cost	$	53.2		$	57.8		$	9.7		$	10.6		$	5.4	$	4.9	$	25.4		$	17.7		$	4.6		$	3.2		$	2.0	$	1.8
Interest cost		172.9			161.7			46.2			45.9			4.3		3.7		57.6			57.6			15.0			15.4			1.3		1.4
Expected return on plan assets		(299.9	)		(289.6	)		(21.8	)		(22.5	)		—		—		(102.2	)		(99.8	)		(8.3	)		(7.3	)		—		—
Amortization of losses		6.3			6.0			1.4			5.5			0.7		0.8		20.4			2.0			3.6			0.5			0.5		0.2
Amortization of prior service costs (credits)		5.2			5.5			(1.2	)		(1.0	)		1.8		1.6		2.3			1.7			(0.1	)		(0.4	)		0.6		0.6
Other adjustments		—			—			—			—			7.3		6.6		—			—			—			—			2.0		—
Settlement or curtailment losses																		—			—			—			—			—		2.5

Net (income) expense	$	(62.3	)	$	(58.6	)	$	34.3		$	38.5		$	19.5	$	17.6
Net expense (income)																	$	3.5		$	(20.8	)	$	14.8		$	11.4		$	6.4	$	6.5

~~(16)~~(15) Business Segment Information

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

Our U.S. Retail segment reflects business with a wide variety of grocery stores, mass merchandisers, membership stores, natural food chains, and drug, dollar and discount chains operating throughout the United States. Our major product categories in this business segment are ready-to-eat cereals, refrigerated yogurt, ready-to-serve soup, dry dinners, shelf stable and frozen vegetables, 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 soup, granola bars, and cereal.

In Canada, our major product categories are ready-to-eat cereals, shelf stable and frozen vegetables, dry dinners, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza snacks, and grain ~~fruit~~ and ~~savory~~fruit snacks. In markets outside North America, our product categories include super-premium ice cream, grain snacks, shelf stable and frozen vegetables, dough products, and dry dinners. Our International segment also includes products manufactured in the United States for export, mainly to Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from export activities are reported in the region or country where the end customer is located.

In our Bakeries and Foodservice segment ~~we sell products including~~our major product categories are cereals, snacks, ~~refrigerated and soft-serve frozen~~ yogurt, unbaked and fully baked frozen dough products, baking mixes, ~~flour, dinner~~ and ~~side dish products, and custom food items.~~flour. Many products we sell are branded to the consumer and nearly all are branded to our customers. ~~Our customers include foodservice~~We sell to distributors and operators in many customer channels including foodservice, convenience ~~store distributors~~stores, vending, and ~~operators, vending operators, home improvement and electronics retailers, quick service restaurant chains and other independent restaurants, cafeterias, and retail,~~ supermarket ~~and wholesale~~ bakeries. ~~Following our fiscal 2009 divestitures, substantially~~Substantially all of this segment’s operations are located in the United States.

Operating profit for these segments excludes unallocated corporate expense, restructuring, impairment, and other exit costs, and divestiture gains and losses. Unallocated corporate expense includes variances to planned corporate

overhead expenses, variances to planned domestic employee benefits and incentives, ~~all stock-based compensation costs,~~ annual contributions to the General Mills Foundation, and other items that are not part of our measurement of segment operating performance. These include gains and losses arising from the revaluation of certain grain inventories and gains and losses from mark-to-market valuation of certain commodity positions until passed back to our operating segments. These items affecting operating profit are centrally managed at the corporate level and are excluded from the measure of segment profitability reviewed by executive management. Under our supply chain organization, our manufacturing, warehouse, and distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. As a result, fixed assets and depreciation and amortization expenses are neither maintained nor available by operating segment.

As discussed in Note 2, ~~we adopted new accounting guidance on noncontrolling interests~~ at the beginning of fiscal ~~2010. To~~2011 we revised certain SG&A expense classifications between segment operating profit and corporate items and shifted selling responsibility for a customer from our Bakeries and Foodservice segment to the U.S. Retail segment. All prior period amounts have been restated to conform to the current ~~year’s presentation, earnings attributable to noncontrolling interests in foreign subsidiaries of $0.4 million for the quarter ended February 22, 2009, and $1.7 million for the nine-month~~ period ~~ended February 22, 2009, which were previously deducted from the International segment’s operating profit, have been reclassified to net earnings attributable to noncontrolling interests.~~presentation.

Our operating segment results were as follows:


						Nine-Month
	Quarter Ended					Period Ended					Quarter Ended
	Feb. 28,		Feb. 22,			Feb. 28,		Feb. 22,			Aug. 29,			Aug. 30,
In Millions	2010		2009			2010		2009			2010			2009

Net sales:
U.S. Retail	$	2,570.9	$	2,495.8		$	7,885.3	$	7,571.2		$	2,446.6		$	2,399.6
International		644.1		580.0			2,029.7		1,946.4			659.8			656.9
Bakeries and Foodservice		414.1		461.6			1,311.1		1,528.0			426.7			425.9

Total	$	3,629.1	$	3,537.4		$	11,226.1	$	11,045.6		$	3,533.1		$	3,482.4

Operating profit:
U.S. Retail	$	534.1	$	489.5		$	1,889.2	$	1,654.1		$	614.6		$	634.3
International		25.4		49.3			172.2		208.8			62.0			62.9
Bakeries and Foodservice		47.9		21.9			193.7		112.5			72.5			65.2

Total segment operating profit		607.4		560.7			2,255.1		1,975.4			749.1			762.4

Unallocated corporate items		39.5		(46.2	)		91.5		404.6			(12.3	)		70.3
Divestiture (gain)		—		—			—		(128.8	)
Restructuring, impairment, and other exit costs		6.3		1.2			30.4		6.4
Restructuring, impairment, and other exit costs (income)												1.0			(0.8	)

Operating profit	$	561.6	$	605.7		$	2,133.2	$	1,693.2		$	760.4		$	692.9

~~(17)~~(16) New Accounting Pronouncements

In the first quarter of fiscal ~~2010,~~2011 we adopted new accounting guidance on ~~business combinations.~~the consolidation model for variable interest entities (VIEs). The guidance ~~establishes principles and requirements for how~~requires companies to qualitatively assess the acquirer in a business combination: recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable usersdetermination of the ~~financial statements~~primary beneficiary of a VIE based on whether the company (1) has the power to ~~evaluate~~direct matters that most significantly impact the ~~nature~~VIE’s economic performance, and ~~financial effects~~(2) has the obligation to absorb losses or the right to receive benefits of the ~~business combination. The guidance also changes~~VIE that could potentially be significant to the ~~accounting for acquisition-related tax contingencies, requiring all such changes in these contingencies to be recorded in earnings after the effective date.~~VIE. The adoption of the guidance did not have any impact on our results of operations or financial condition.

In the first quarter of fiscal 2010, we adopted new accounting guidance on accounting for equity method investments. The guidance addresses the impact of the issuance of the noncontrolling interests and business combination guidance on accounting for equity method investments. The adoption of the guidance did not have a material impact on our results of operations or financial condition.

In the first quarter of fiscal 2010, we adopted new accounting guidance on financial instruments indexed to an entity’s own stock. The guidance defines when adjustment features within contracts are considered to be equity-indexed. The adoption of the guidance did not have any impact on our results of operations or financial condition.

In the first quarter of fiscal 2010, we adopted new accounting guidance issued to assist in determining whether instruments granted in share-based payment transactions are participating securities. The guidance provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method. The adoption of the guidance did not have a material impact on our basic and diluted EPS.

In the first quarter of fiscal 2010, we adopted new accounting guidance on convertible debt instruments. The guidance requires issuers to account separately for the liability and equity components of convertible debt instruments that may be settled in cash or other assets. The adoption of the guidance did not have a material impact on our results of operations or financial condition.

2220

In the first quarter of fiscal 2010, we adopted new accounting guidance on determining the useful life of intangible assets. The guidance amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The guidance applies to intangible assets that are acquired individually or with a group of other assets and intangible assets acquired in business combinations and asset acquisitions. The adoption of the guidance did not have any impact on our results of operations or financial condition.


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

INTRODUCTION

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 Form 10-K for the fiscal year ended May ~~31, 2009,~~30, 2010, 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 a glossary on pages ~~31-32~~26-27 of this report.

CONSOLIDATED RESULTS OF OPERATIONS

~~Third~~First Quarter Results

For the ~~third~~first quarter of fiscal ~~2010,~~2011, net sales grew 31 percent to ~~$3,629~~$3,533 million and total segment operating profit of ~~$607~~$749 million was 82 percent ~~higher~~lower than ~~$561 million in~~ the ~~third~~first quarter of fiscal ~~2009.~~2010. Diluted earnings per share (EPS) was up 13 percent and diluted EPS excluding certain items affecting comparability was flat compared to the first quarter of fiscal 2010. (See ~~page 31~~pages 25-26 for a discussion of ~~this measure~~measures not defined by GAAP).

Net salesgrowth of ~~3 points~~1 percent to $3,533 million for the ~~third~~first quarter of fiscal ~~2010~~2011 was the result of 2 percentage points of contributions from volume growth, ~~from net price realization and mix, and~~partially offset by 1 percentage point from ~~favorable~~unfavorable foreign currency exchange. ~~Contributions from volume growth were flat, including the loss of 1 point of growth from divested products.~~

Components of net sales growth

~~Third~~First Quarter of Fiscal ~~2010~~2011 vs.

Bakeries and

Combined

~~Third~~First Quarter of Fiscal ~~2009~~2010

U.S.Retail

International

Foodservice

Segments

~~Volume~~Contributions from volume growth (a)

~~Flat~~1 pt

4 pts

3 pts

2 pts

~~-5 pts~~

~~Flat~~

Net price realization and mix

~~3 pts~~

1 pt

-5Flat

-3 pts

~~2 pts~~Flat

Foreign currency exchange

8-4 pts

Flat

-1 pt

Net sales growth

2 pts

Flat

1 pt

~~Net sales growth~~

~~3 pts~~

~~11 pts~~

~~-10 pts~~

~~3 pts~~


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

Cost of salesdecreased $8$33 million from the ~~third quarter of fiscal 2009 to $2,252 million. The decrease in cost of sales was primarily driven by favorable mix and lower input cost. In the third~~first quarter of fiscal 2010 to $2,009 million. In the first quarter of fiscal 2011, we recorded a $5$72 million net ~~increase~~decrease in cost of sales related to mark-to-market valuation of certain commodity positions and grain inventories compared to a net ~~decrease~~increase of ~~$71~~$15 million in the ~~third~~first quarter of fiscal ~~2009. In the third quarter~~2010. This decrease was offset by a $41 million increase attributable to higher volume and $13 million of ~~fiscal 2010 we recorded a charge of $48 million resulting from a change in the capitalization threshold for certain equipment parts, enabled by an upgrade to our parts management system.~~unfavorable mix and higher input costs.

Selling, general, and administrative (SG&A) expenseswere up ~~$139~~$14 million to $763 million in the ~~third~~first quarter of fiscal ~~2010~~2011 versus the same period in fiscal ~~2009.~~2010. SG&A expenses as a percent of net sales in the ~~third~~first quarter of fiscal ~~2010 increased by 3 percentage points~~2011 were flat compared with fiscal ~~2009.~~2010. The increase in SG&A expenses was ~~primarily~~ driven by ~~a 33~~an 8 percent increase in advertising and media expense. In January 2010, the Venezuelan government devalued the Bolivar exchange rate against the U.S. dollar. The effect of the devaluation was a $14 million foreign exchange loss. Also in the third quarter of fiscal 2010, we recorded a $13 million recovery against a corporate investment which was written down in the third quarter last year. In addition during the third quarter of fiscal 2009, we recorded a $41 million gain from a settlement with the insurance carrier covering the loss of our~~La Salteñapasta manufacturing facility in Argentina, which was destroyed by fire in fiscal 2008.~~

~~Restructuring, impairment, and other exit costs~~were $6 million for the third quarter of fiscal 2010 and $1 million for the same period of fiscal 2009. During the third quarter of fiscal 2010, we decided to exit certain underperforming products in our Bakeries and Foodservice segment. As a result of this decision, we concluded that the future cash flows generated by these products will be insufficient to recover the net book value of the associated long-lived assets. Accordingly, we recorded a non-cash charge of $6 million primarily related to the impairment of these long-lived assets. No employees were affected and we expect this action to be completed by the end of the third quarter of fiscal 2011. In the third quarter of fiscal 2009, we did not undertake any new restructuring actions.

Interest, netfor the ~~third~~first quarter of fiscal ~~2010~~2011 totaled ~~$94~~$90 million, a $4$2 million decrease from the same period of fiscal ~~2009.~~2010. Average interest bearing instruments decreased ~~$1.3 billion,~~$157 million leading to ~~an $18~~a $3 million decrease in net interest, ~~due to reduced share repurchase activity in fiscal 2010 versus last year. This decrease was offset by~~while average interest rates ~~which~~ increased ~~100~~10 basis points generating a ~~$14~~$1 million increase in net interest due to a shift from short-term floating rate debt to long-term fixed rate debt versus the same period last year.

Theeffective tax ratefor the ~~third~~first quarter of fiscal ~~2010~~2011 was ~~33.8~~33.3 percent compared to ~~45.7~~33.8 percent for the ~~third~~first quarter of fiscal ~~2009.~~2010. The ~~11.9~~0.5 percentage point decrease was primarily due to ~~an unfavorable decision on an uncertain tax matter~~increased benefits from the ~~U.S. Court of Appeals for the Eighth Circuit, which increased income tax expense by $53 million in the third quarter of fiscal 2009.~~domestic manufacturing deduction.

After-tax earnings from joint venturesincreased to ~~$24~~$26 million compared to ~~$16~~$24 million in the same quarter last fiscal year. In the ~~third~~first quarter of fiscal ~~2010,~~2011, net sales for Cereal Partners Worldwide (CPW) increased 151 percent due primarily to 52 percentage points of volume growth and ~~10 points of favorable foreign exchange. Net sales for our Häagen-Dazs joint venture in Japan declined 5 percent, mainly due to 4 points of volume decline.~~

~~Average diluted shares outstanding~~increased by 4 million in the third quarter of fiscal 2010 from the same period a year ago due primarily to the issuance of shares of our common stock upon stock option exercises partially offset by the repurchase of 7 million shares since the end of the third quarter of fiscal 2009.

~~Net earnings~~~~were $332 million in the third quarter, up 15 percent from $289 million last year.~~~~Diluted earnings per share (EPS)~~was $0.96 in the third quarter, up 13 percent from $0.85 last year. Diluted EPS for the third quarter of fiscal 2010 included a $0.01 net reduction related to the mark-to-market valuation of certain commodity positions compared to a $0.13 net benefit in fiscal 2009. The third quarter of fiscal 2009 also included an $0.08 gain from the settlement with the insurance carrier covering our~~La Salteñapasta manufacturing facility in Argentina and a $0.15 charge from a court ruling on an uncertain tax matter.~~

~~Nine-month Results~~

For the nine-month period ended February 28, 2010, net sales grew 2 percent to $11,226 million and total segment operating profit of $2,255 million was 14 percent higher than $1,975 million in the nine-month period ended February 22, 2009.

~~Net sales~~growth of 2 points for the nine-month period ended February 28, 2010, was the result of 2 points of growth from net price realization and mix. Contributions from volume growth were flat, including the loss of 2 points of growth from divested products.

~~Components of net sales growth~~


~~Nine-Month Period Ended Feb. 28, 2010 vs.~~			~~Bakeries and~~	~~Combined~~
~~Nine-Month Period Ended Feb. 22, 2009~~	~~U.S.~~~~Retail~~	~~International~~	~~Foodservice~~	~~Segments~~

~~Volume growth (a)~~	1 pt	~~Flat~~	~~-9 pts~~	~~Flat~~
~~Net price realization and mix~~	~~3 pts~~	~~4 pts~~	~~-5 pts~~	~~2 pts~~
~~Foreign currency exchange~~	NA	~~Flat~~	~~Flat~~	~~Flat~~

~~Net sales growth~~	~~4 pts~~	~~4 pts~~	~~-14 pts~~	~~2 pts~~

~~(a)~~

~~Measured in tons based on the stated weight of our product shipments.~~

~~Cost of sales~~decreased $713 million from the nine-month period ended February 22, 2009, to $6,644 million. The decrease in cost of sales was primarily driven by favorable mix and lower input costs. In the nine-month period ended February 28, 2010, we recorded a $48 million net decrease in cost of sales related to mark-to-market valuation of certain commodity positions and grain inventories compared to a net increase of $289 million in the nine-month period ended February 22, 2009. In the third quarter of fiscal 2010 we recorded a charge of $48 million resulting from a change in the capitalization threshold for certain equipment parts, enabled by an upgrade to our parts management system.

~~SG&A expenses~~were up $301 million in the nine-month period ended February 28, 2010, versus the same period in fiscal 2009. SG&A expenses as a percent of net sales in fiscal 2010 increased by 2 percentage points compared to fiscal 2009. The increase in SG&A expenses was primarily driven by a 29 percent increase in advertising and media expense. In January 2010, the Venezuelan government devalued the Bolivar exchange rate against the U.S. dollar. The effect of the devaluation was a $14 million foreign exchange loss. Also in the third quarter of fiscal 2010, we recorded a $13 million recovery against a corporate investment which was written down in the third quarter last year. In addition during the third quarter of fiscal 2009, we recorded a $41 million gain from a settlement with the insurance carrier covering the loss of our~~La Salteñapasta manufacturing facility in Argentina, which was destroyed by fire in fiscal 2008.~~

~~There were no divestitures during the nine-month period ended February 28, 2010. During the nine-month period ended February 22, 2009, we recorded a~~~~divestiture gain~~~~of $129 million related to the sale of our~~~~Pop~~•~~Secret~~~~product line for $192 million in cash.~~

~~Restructuring, impairment, and other exit costs~~were $30 million for the nine-month period ended February 28, 2010, and $6 million for the same period of fiscal 2009. During the third quarter of fiscal 2010, we decided to exit certain underperforming products in our Bakeries and Foodservice segment. As a result of this decision, we concluded that the future cash flows generated by these products will be insufficient to recover the net book value of the associated long-lived assets. Accordingly, we recorded a non-cash charge of $6 million primarily related to the impairment of these long-lived assets. No employees were affected and we expect this action to be completed by the end of the third quarter of fiscal 2011. During the second quarter of fiscal 2010, we decided to exit certain underperforming products in our U.S. Retail segment to rationalize capacity for more profitable items. Our decisions to exit these products resulted in a $24 million non-cash charge against the related long-lived assets in the second quarter of fiscal 2010. No employees were affected by these actions. We expect to recognize $2 million of other exit costs related to these actions, which we anticipate will be completed by the end of the second quarter of fiscal 2011. In addition, we recorded $1 million of costs related to previously announced restructuring actions and a net gain of $1 million related to the closure and sale of our Contagem, Brazil bread and pasta plant. In the nine-month period ended February 22, 2009, we did not undertake any new restructuring actions.

~~Interest, net~~for the nine-month period ended February 28, 2010, totaled $275 million, a $7 million decrease from the same period of fiscal 2009. Average interest bearing instruments decreased $704 million leading to a $29 million decrease in net interest, due to reduced share repurchase activity in the nine-month period ended February 28, 2010, versus the same period last year. This was offset by average interest rates which increased 50 basis points, generating a $22 million increase in net interest due to a shift from short-term floating rate debt to long-term fixed rate debt versus the same period last year.

~~The~~~~effective tax rate~~~~for the nine-month period ended February 28, 2010, was 33.5 percent compared to 38.1 percent for the nine-month period ended February 22, 2009. The 4.6~~ percentage point ~~decrease was primarily due to an unfavorable decision on an uncertain tax matter from the U.S. Court~~ of ~~Appeals for the Eighth Circuit, which increased income tax expense by $53 million in the third quarter of fiscal 2009.~~

~~After-tax earnings from joint ventures~~for the nine-month period ended February 28, 2010, increased to $86 million compared to $80 million in the same period in fiscal 2009. In the nine-months ended February 28, 2010, net sales for Cereal Partners Worldwide (CPW) increased 3 percent, due to 4 points of growth from net price realization and mix, ~~and a 1 point increase in volume,~~partially offset by 2 points of unfavorable foreign exchange. Net sales for our Häagen-Dazs joint venture in Japan declined 1 percent, mainly due to ~~an 8~~a 5 percentage point decline from net price realization and mix, and a 4 percentage point decline in volume, offset by 8 percentage points of favorable foreign exchange.

Average diluted shares outstandingdecreased by 51 million ~~shares for~~in the ~~nine-month period ended February 28, 2010,~~first quarter of fiscal 2011 from the same period a year ago due primarily to ~~the repurchase of 7 million shares since February 22, 2009 and a lower incremental~~ share ~~effect from stock options, partially~~repurchases, offset by the issuance of ~~shares of our~~ common stock ~~upon~~due to stock option exercises.

Net earnings attributable to General Millswere ~~$1,319~~$472 million in the ~~nine-month period ended February 28, 2010,~~first quarter of fiscal 2011, up 3912 percent from ~~$946~~$421 million ~~in the same period~~ last year.Diluted EPSwas ~~$3.87~~$0.70 in the ~~nine-month period ended February 28, 2010,~~first quarter of fiscal 2011, up 4213 percent from ~~$2.73~~$0.62 last year. ~~Diluted EPS for~~These results include the ~~nine-month period ended February 28, 2010 included a $0.09 net gain related to~~effects from the mark-to-market valuation of certain commodity positions ~~compared to~~and grain inventories. Diluted EPS excluding this item affecting comparability, a ~~$0.53 net reduction~~

non-GAAP measure used for management reporting and incentive compensation purposes, was $0.64 in the ~~same period~~first quarter of fiscal ~~2009. The nine-month period ended February 22, 2009, also included a $0.21 gain related~~2011, equal to the ~~divestiture~~first quarter of ~~our~~~~Pop~~•~~Secret~~~~product line, an $0.08 gain from~~fiscal 2010 (see the ~~settlement with~~“Non-GAAP Measures” section below for our use of this measure and our discussion of the ~~insurance carrier covering our~~~~La Salteña~~~~pasta manufacturing facility in Argentina, and a $0.15 charge from a court ruling on an uncertain tax matter.~~items affecting comparability).

SEGMENT OPERATING RESULTS

U.S. Retail Segment Results

Net sales for our U.S. Retail operations grew 32 percent in the ~~third~~first quarter of fiscal ~~2010~~2011 to ~~$2,571 million. Net sales increased across most~~$2,447 million, with volume contributing 1 percentage point of ~~our U.S. Retail divisions with~~growth and net price realization and mix ~~contributing 3 points of growth. Contributions from volume growth were flat.~~

Net sales for our U.S. Retail operations grew 4 percent in the nine-month period ended February 28, 2010, to $7,885 million. Net sales increased across most of our U.S. Retail divisions with net price realization and mix adding 3 points and volume on a tonnage basisalso contributing 1 percentage point of growth.

U.S. Retail Net Sales Percentage Change by Division

Nine-Month
Quarter Ended Period Ended
Feb. 28, Feb. 28,
2010 2010

Big G 6 % 8 %
Meals (2 ) Flat
Pillsbury 2 4
Yoplait 2 4
Snacks 15 7
Baking Products (8 ) 1
Small Planet Foods 32 7

Total 3 % 4 %

Quarter Ended
Aug. 29,
2010
Big G 4 %
Meals 3
Pillsbury (3 )
Yoplait 4
Snacks 5
Baking Products (6 )
Small Planet Foods 15
Total 2 %

During the ~~third~~first quarter of fiscal ~~2010,~~2011, net sales for Big G cereals grew 64 percent driven byMultigrain Cheerios,~~and~~~~Lucky Charms~~ Fiber One, Cinnamon Toast Crunchand ~~introductory~~new product sales ofChocolate CheeriosandWheaties Fuel. Meals division net sales ~~decreased 2~~increased 3 percent mainly from ~~lower sales of~~~~Progresso~~ ~~ready-to-serve soups, offset by~~ gains inGreen Giant frozen vegetables,Old El PasoMexican products, and~~Green Giant~~Wanchai FerryandMacaroni Grillfrozen ~~vegetables, and~~~~Helper~~~~and~~~~Restaurant Favorites~~~~dinner mixes.~~entrees. Pillsbury net sales ~~grew 2~~declined 3 percent ~~including~~due to a decrease inPillsburyrefrigerated cookie dough, partially offset by gains on~~Pillsbury Toaster Strudel~~,Totino’spizza and hot snacks, and introductory sales of~~Pillsbury~~Sweet Momentsrefrigerated ~~dough products.~~ready-to-eat desserts. Net sales for Yoplait grew 24 percent, led byYoplait Light,YoplaitGreek style yogurt, introductory sales ofYoplait Splitzlayered yogurt, andYoplait Original four-packs. Snacks net sales grew 5 percent, driven by introductory sales of~~Yoplait Delights~~ new grain snack bars and~~YoplaitGreek style yogurt. Snacks net sales grew 15 percent, driven by~~ several fruit snack ~~varieties and~~~~Fiber One~~~~and~~~~Nature Valley~~~~grain snacks.~~varieties. Net sales for Baking Products declined 86 percent, reflecting ~~a decrease in flour prices versus year-ago levels~~unfavorable net price realization, partially offset byBetty Crockercake and ~~competitive merchandising activity in dessert mixes.~~frostings, introductory sales of gluten-freeBisquickand Supreme cake mix varieties. Small Planet Food’s net sales were up 3215 percent, reflecting performance ofCascadian Farm~~cereal~~cereals and granola bars,~~Muir Glen~~~~tomatoes,~~ andLärabarfruit and nut energy bars.

~~Operating profits increased 9~~
Segment operating profit decreased 3 percent to ~~$534~~$615 million in the ~~third~~first quarter of fiscal ~~2010~~2011 versus the same period a year ago driven by ~~$77~~$54 million of unfavorable supply chain costs and a 6 percent increase in advertising and media expenses, partially offset by $18 million of favorable net price realization and mix and ~~$52~~$14 million of ~~favorable supply chain costs, partially offset by a 27 percent increase in advertising and media expenses.~~
Operating profits increased 14 percent to $1.9 billion in the nine-month period ended February 28, 2010, versus the same period a year ago, primarily driven by favorable net price realization and mix of $217 million, favorable supply chain costs of $190 million and a volume ~~increase of $40 million, partially offset by a 25 percent increase in advertising and media expenses.~~growth.
27

International Segment Results

Net sales for our International segment of $660 million were ~~up 11 percent~~flat in the ~~third~~first quarter of fiscal ~~2010~~2011 compared to ~~$644 million. This growth was driven by 8~~fiscal 2010. Volume contributed 4 percentage points of ~~favorable~~growth, offset by 4 percentage points of unfavorable foreign currency ~~exchange, 2 points of volume growth, and a 1 point increase from net price realization and mix.~~

Net sales for our International segment were up 4 percent in the nine-month period ended February 28, 2010, to $2,030 million. This growth was driven by a 4 point increase from net price realization and mix. Foreign exchange and volume were both flat for the nine-month period ended in fiscal 2010 versus fiscal 2009.exchange.

International Net Sales Percentage Change by Geographic Region

Nine-Month
Quarter Ended Period Ended
Feb. 28, Feb. 28,
2010 2010

Europe 13 % Flat
Canada 17 12 %
Asia/Pacific 18 10
Latin America (13 ) (6 )

Total 11 % 4 %

Quarter Ended
Aug. 29,
2010
Europe (2 ) %
Canada 6
Asia/Pacific 11
Latin America (19 )
Total Flat

For the ~~third~~first quarter of fiscal ~~2010,~~2011, net sales in Europe ~~grew 13~~declined 2 percent driven by unfavorable foreign exchange, partially offset by gains onHäagen-Dazsin France and Germany,Old El Pasoin France and Spain, andNature Valleyin the United Kingdom. Net sales in Canada increased 176 percent due to volume increases in ~~the cereal product line as a result of Olympic promotions, new~~~~Nature Valley~~~~launches,~~cereals, and favorable foreign currency exchange. In the Asia/Pacific region, net sales grew 1811 percent due to growth fromHäagen-Dazsshops andWanchai Ferryproducts in ~~China.~~China, and introductory sales ofNature Valleyin Australia. Latin America net sales decreased 1319 percent due to unfavorable foreign ~~currency~~ exchange, ~~in Venezuela and the discontinuation of our bread and pasta brands in Brazil in the fourth quarter of fiscal 2009. This decrease was~~ partially offset by ~~net price realization~~gains on~~Diablitosin Venezuela and volume growth from~~La Salteñain Argentina.

~~Operating profits~~Segment operating profit declined 481 percent to ~~$25~~$62 million in the ~~third~~first quarter of fiscal ~~2010, reflecting unfavorable foreign currency effects and an~~2011, including a 17 percent increase in advertising and media expenses.

Operating profits declined 18 percent to $172 million in the nine-month period of fiscal 2010 versus the same period a year ago, reflecting unfavorable foreign currency effects and an increase in advertising and media expenses.

In January 2010 the Venezuelan government devalued the Bolivar by resetting the official exchange rate. The effect of the devaluation was a $14 million foreign exchange loss, primarily on the revaluation of non-Bolivar monetary balances in Venezuela. We continue to use the official exchange rate to translate the financial statements of our Venezuelan operations, as we intend to remit dividends solely through the government-operated Foreign Exchange Administration Board (CADIVI). The devaluation of the Bolivar also reduced the U.S. dollar equivalent of our Venezuelan operating profit, but this did not have a material impact on our results. During the third quarter of fiscal 2010 Venezuela became a highly inflationary economy. We do not expect that the effects of Venezuela’s change to highly inflationary status will have a material impact on our results in the fourth quarter of fiscal 2010.

Bakeries and Foodservice Segment Results

Net sales for our Bakeries and Foodservice segment ~~decreased 10 percent to $414~~of $427 million were flat in the ~~third~~first quarter of fiscal 2011 compared to fiscal 2010. Volume ~~declined 5~~contributed 3 percentage points of growth, including a 92 percentage point reduction from a divested product ~~lines.~~line. Net price realization and mix drove a 53 percentage point decrease, primarily from price declines indexed to wheat ~~markets and unfavorable mix.~~

Net sales for our Bakeries and Foodservice segment decreased 14 percent to $1,311 million in the nine-month period ended February 28, 2010. Volume declined 9 points, including a 9 point reduction from divested product lines. Net

~~price realization and mix drove a 5 point decrease, primarily from price declines indexed to wheat markets and unfavorable mix.~~markets.

Bakeries and Foodservice Net Sales Percentage Change by Customer Segment

Nine-Month
Quarter Ended Period Ended
Feb. 28, Feb. 28,
2010 2010

Foodservice Distributors 2 % (1 ) %
Convenience Stores 9 6
Bakeries and National Restaurant Accounts (19 ) (23 )

Total (10 ) % (14 ) %

Quarter Ended
Aug. 29,
2010
Foodservice Distributors 1 %
Convenience Stores 15
Bakeries and National Restaurant Accounts (3 )
Total Flat

~~We realigned our Bakeries and Foodservice customer segments in fiscal 2010 and reclassified previous years to conform to the current year presentation.~~

~~Operating profits~~Segment operating profit for the ~~third~~first quarter of fiscal 2011 was $72 million, up from $65 million in the first quarter of fiscal 2010, ~~were $48 million, up from $22 million in the third quarter of fiscal 2009. The increase is~~ primarily due to ~~favorable input costs of $42 million, offset by unfavorable net price realization, divested product lines, and unfavorable mix of $16 million.~~

Operating profits for the nine-month period ended February 28, 2010, were $194 million, up from $113 million in the nine-month period ended February 22, 2009. The increase is due to a decrease in input costs of $77 million, an increase of $10 million from grain merchandising earnings, and $8 million of favorable net price realization. These were partially offset by a $14 million decline from divested product lines.volume growth.

UNALLOCATED CORPORATE ITEMS

Unallocated corporate items totaled ~~$40~~$12 million of ~~expense~~income in the ~~third~~first quarter of fiscal ~~2010~~2011 compared to ~~$46~~$70 million of ~~income~~expense in the same period in fiscal ~~2009.~~2010. In the ~~third~~first quarter of fiscal ~~2010~~2011 we recorded a $5$72 million net increase in ~~expense~~income related to mark-to-market valuation of certain commodity positions and grain inventories, compared to a $71 million net increase in income in the third quarter of fiscal 2009. Also in the third quarter of fiscal 2010, we recorded a $13 million recovery against a corporate investment which was written down in the third quarter last year. In addition during the third quarter of fiscal 2009, we also recognized a $41 million gain from an insurance settlement as discussed previously in this MD&A.

Unallocated corporate expense totaled $92 million in the nine-month period ended February 28, 2010, compared to $405 million in the same period last year. In the nine-month period ended February 28, 2010, we recorded a $48 million net decrease in expense related to mark-to-market valuation of certain commodity positions and grain inventories, compared to a $289$15 million net increase in expense in the ~~same period a year ago. Also in the third~~first quarter of fiscal 2010, we recorded a $13 million recovery against a corporate investment which was written down in the third quarter last year. In addition during the third quarter of fiscal 2009, we also recognized a $41 million gain from an insurance settlement as discussed previously in this MD&A.2010.

LIQUIDITY

During the ~~nine-month period~~quarter ended ~~February 28,~~August 29, 2010, our operations generated ~~$1,558~~$178 million of cash compared to ~~$1,130~~$275 million in the same period last year, mainly reflecting ~~the $373~~changes in current assets and liabilities, including a $100 million ~~increase~~change in ~~net earnings, which was partially offset by an increased use of cash~~prepaid expenses and other current assets, primarily due to market fluctuations in ~~working capital. Also, net earnings for fiscal 2009 included a $129 million pre-tax gain on the sale of our~~~~Pop~~•~~Secret~~~~product line.~~grain contracts.

Cash used by investing activities during the ~~nine-month period ended February 28, 2010,~~first quarter of fiscal 2011, was ~~$485~~$120 million, a ~~$328~~$3 million increase over the same period in fiscal ~~2009. The increased use of cash primarily reflects the $192 million of proceeds from the divestiture of our~~~~Pop~~•~~Secret~~~~product line in fiscal 2009 and the $41 million of insurance proceeds received in fiscal 2009 from the settlement with the insurance carrier covering the loss at our~~~~La Salteña~~~~pasta manufacturing facility in Argentina.~~2010. We invested ~~$122 million in affiliates, mainly our CPW joint venture, in fiscal 2010. In addition, we invested $419~~$133 million in land, buildings, and equipment in the first quarter of fiscal ~~2010,~~2011, an increase of ~~$68~~$6 million over the prior year.

Cash used by financing activities ~~increased $548~~decreased $143 million during the ~~nine-month period~~quarter ended ~~February 28,~~August 29, 2010, over the same period a year ago. We ~~repaid $739~~issued $698 million ofmore notes payable and long-term debt in the first quarter of fiscal ~~2010 versus a $716 million net issuance of notes payable and long-term debt in~~2011 than the first quarter fiscal ~~2009.~~2010. We also used ~~$908~~$554 million ~~less~~more cash to repurchase shares than the same period last year. In addition, we paid ~~$478~~$184 million inof dividends in the first quarter of fiscal ~~2010, $40~~2011, $28 million more than the prior year.

CAPITAL RESOURCES

Our capital structure was as follows:


	Feb. 28,		May 31,		Aug. 29,		May 30,
In Millions	2010		2009		2010		2010

Notes payable	$	581.1	$	812.2	$	1,349.8	$	1,050.1
Current portion of long-term debt		107.4		508.5		107.3		107.3
Long-term debt		5,671.6		5,754.8		5,771.6		5,268.5

Total debt		6,360.1		7,075.5		7,228.7		6,425.9
Noncontrolling interests		245.0		244.2		246.6		245.1
Stockholders’ equity		6,232.1		5,172.3		5,124.8		5,402.9

Total capital	$	12,837.2	$	12,492.0	$	12,600.1	$	12,073.9

In June 2010, we issued $500.0 million aggregate principal amount of 5.4 percent notes due 2040. The proceeds of these notes were used to repay a portion of our outstanding commercial paper. Interest on these notes is payable semi-annually in arrears. These notes may be redeemed at our option at any time for a specified make whole amount. These notes are senior unsecured, unsubordinated obligations that include a change of control repurchase provision.

We have ~~$107.4~~$107.3 million of long-term debt maturing in the next 12 months that is classified as current. 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.

We have an effective shelf registration statement on file with the Securities and Exchange Commission (SEC) covering the sale of debt securities. The shelf registration statement will expire in December 2011.

~~OFF BALANCE-SHEET~~OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

There were no material changes outside the ordinary course of our business in our contractual obligations or ~~off-balance-sheet~~off-balance sheet arrangements during the first ~~nine-months~~quarter of fiscal ~~2010.~~2011. During the first quarter of fiscal 2011, we provided a $20 million guarantee on behalf of Cereal Partners Worldwide to support capital expenditures.

SIGNIFICANT ACCOUNTING ESTIMATES

Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May ~~31, 2009.~~30, 2010. The accounting policies used in preparing our interim fiscal ~~2010~~2011 Consolidated Financial Statements are the same as those described in our Form 10-K, except as discussed in Notes 2, 1615 and 1716 to our Consolidated Financial Statements included in this Form 10-Q. We tested our goodwill and brand intangibles for impairment on our annual assessment date in the third quarter of fiscal 2010. As of our annual impairment assessment date, there was no impairment of any of our intangibles as their related fair values were substantially in excess of the carrying values.

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, intangible assets, stock compensation, income taxes, and defined benefit pension, other postretirement, and postemployment benefits. The assumptions and methodologies used in the determination of those estimates as of ~~February 28,~~August 29, 2010, are the same as those described in our Annual Report on Form 10-K for the fiscal year ended May ~~31, 2009.~~30, 2010.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

~~In June 2009, the FASB~~There have been no accounting pronouncements recently issued ~~new accounting guidance~~ that changes the consolidation model for variable interest entities (VIEs). The guidance requires companies to qualitatively assess the determination of the primary beneficiary of a VIE based on whether the company (1) has the power to direct matters that most significantly impact the VIE’s economic performance, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The guidance is effective for fiscal years beginning after November 15, 2009, which for us is fiscal 2011. We are currently evaluating the impact of the guidance onwill affect our ~~results of operations and financial position.~~

In December 2008, the FASB issued new guidance on employer’s disclosures for post-retirement benefit plan assets. The guidance requires an employer to disclose information on the investment policies and strategies and the significant concentrations of risk in plan assets. An employer must also disclose the fair value of each major category of plan assets as of each annual reporting date together with the information on the inputs and valuation techniques used to develop such fair value measurements. The guidance will be effective for us as of May 30, 2010, and will have no impact on our results of operations or financial position.Consolidated Financial Statements.

NON-GAAP MEASURES

We have included in this ~~MD&A a discussion of total segment operating profit which is a measure~~report measures of financial performance that isare not defined by GAAP. ~~This~~Each of the measures is used in reporting to our executive management and as a component of the Board of Director’s measurement of our performance for incentive compensation purposes. Management and the Board of Directors believe that these measures provide useful information to investors, and include these measures in other communications to investors.

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

Total ~~segment operating profit is used in internal management reporting and as a component of the Board of Directors’ rating of our performance for management and employee incentive compensation.~~ Segment Operating Profit

Management and the Board of Directors 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, ~~operating profit,~~ is included in Note 1615 to the Consolidated Financial Statements ~~included~~ in this ~~Form 10-Q.~~report.

Diluted EPS Excluding Certain Items Affecting Comparability

Management and the Board of Directors 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 diluted EPS excluding certain items affecting comparability to diluted EPS, the relevant GAAP measure, follows:

Quarter Ended
Aug. 29, Aug. 30,
Per Share Data 2010 2009

Diluted earnings per share, as reported $ 0.70 $ 0.62
Mark-to-market effects (a) (0.06 ) 0.02

Diluted earnings per share, excluding certain items affecting comparability $ 0.64 $ 0.64

(a)

Net (gain) loss from mark-to-market valuation of certain commodity positions and grain inventories.

GLOSSARY

AOCI. Accumulated other comprehensive income (loss).

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.

Generally Accepted Accounting Principles (GAAP).Guidelines, procedures, and practices that we are required to use in recording and reporting accounting information in our financial statements.

Goodwill.The difference between the purchase price of acquired companies and the related fair values of net assets acquired.

Hedge accounting.Accounting for qualifying hedges that allows changes in a hedging instrument’s fair value to offset corresponding changes in the hedged item in the same reporting period. Hedge accounting is permitted for certain hedging instruments and hedged items only if the hedging relationship is highly effective, and only prospectively from the date a hedging relationship is formally documented.

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

LIBOR.London Interbank Offered Rate.

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.

~~Noncontrolling interests.~~~~Interests of subsidiaries held by third parties.~~

Net mark-to-market valuation of certain commodity positions.Realized and unrealized gains and losses on derivative contracts that will be allocated to segment operating profit when the exposure we are hedging affects earnings.

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

Noncontrolling interests.Interests of subsidiaries held by third parties.

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

OCI.Other Comprehensive Income.

Total debt.Notes payable and long-term debt, including current portion.

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

Variable interest entities (VIEs).A legal structure that is used for business purposes that either (1) does not have equity investors that have voting rights and share in all the entity’s profits and losses or (2) has equity investors that do not provide sufficient financial resources to support the entity’s activities.

Working Capital.Current assets and current liabilities, all as of the last day of our reporting period.

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

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

The words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “plan,” “project” or similar expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those currently anticipated or projected. We wish to caution you not to place undue reliance on any such forward-looking statements.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important factors that could affect our financial performance and could cause our actual results in future periods to differ materially from any current opinions or statements.

Our future results could be affected by a variety of factors, such as: competitive dynamics in the consumer foods industry and the markets for our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, or the availability of capital; product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in laws and regulations, including labeling and advertising regulations; 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; 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 of our information

3227

technology systems; resolution of uncertain income tax matters; 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 on pages 79 through 1214 of our Annual Report on Form 10-K for the fiscal year ended May ~~31, 2009,~~30, 2010, and in Item 1A of Part II of this report, which could also affect our future results.

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


Item 3.		Quantitative and Qualitative Disclosures About Market Risk.

The estimated maximum potential value-at-risk arising from a one-day loss in fair value for our interest rate and commodity market-risk-sensitive instruments outstanding as of ~~February 28,~~August 29, 2010, was ~~$31~~$27 million and $8$5 million, respectively. The ~~$13~~$1 million decrease in interest rate value-at-risk during the ~~nine-month~~three-month period ended ~~February 28,~~August 29, 2010, was due to decreased interest rate market volatility in fiscal ~~2010 and new hedging instruments that reduced value-at-risk.~~2011. The ~~$3 million decrease in~~ commodity value-at-risk ~~during the third quarter of fiscal 2010~~ was ~~due~~flat compared to ~~lower volatility in commodity markets.~~May 30, 2010. For additional information, see Item 7A of our Annual Report on Form 10-K for the fiscal year ended May ~~31, 2009.~~30, 2010.


Item 4.		Controls and Procedures.

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 Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~February 28,~~August 29, 2010, 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 SEC 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 Rule 13a-15(f) under the Securities Exchange Act of 1934) during our fiscal quarter ended ~~February 28,~~August 29, 2010, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1A.		Risk Factors.

Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 30, 2010 presents risk factors that may adversely affect our business, financial condition, and results of operations. Those risk factors are supplemented by the following risk factor:

An unfavorable resolution of the dispute concerning ourYoplaittrademark license could adversely affect our business.

We market ourYoplaityogurt in the United States according to the terms of a Manufacturing and Distribution License Agreement (Yoplait License Agreement) with Sodima, a French dairy company. Over the past several months, Sodima has expressed to us its desire to renegotiate the Yoplait License Agreement, seeking more lucrative terms. On September 3, 2010, we received a letter from Sodima purporting to terminate the Yoplait License Agreement effective two years from now, on September 9, 2012. On September 6, 2010, we filed a petition for arbitration, as provided for by the dispute resolution provisions of the Yoplait License Agreement, to preserve and enforce our rights under the Yoplait License Agreement.


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

On May 3, 2010, our Board of Directors approved a two-for-one stock split to be effected in the form of a 100 percent stock dividend to stockholders of record on May 28, 2010. The Company’s stockholders received one additional share of common stock for each share of common stock in their possession on that date. The additional shares were distributed on June 8, 2010. This did not change the proportionate interest that a stockholder maintained in the Company. All shares and per share amounts set forth in this report have been adjusted for the two-for-one stock split.

The following table sets forth information with respect to shares of our common stock that we purchased during the fiscal quarter ended ~~February 28,~~August 29, 2010:

Total
Number Average Total Number of Maximum Number of
of Shares Price Shares Purchased as Shares that may yet
Purchased Paid Per Part of a Publicly be Purchased Under
Period (a) Share Announced Program (b) the Program (b)

November 30, 2009-
January 3, 2010 — $ — — 18,288,643

January 4, 2010-
January 31, 2010 850,000 71.34 850,000 17,438,643

February 1, 2010-
February 28, 2010 407,800 69.35 407,800 17,030,843

Total 1,257,800 $ 70.70 1,257,800 17,030,843

Total
Number Average Total Number of Maximum Number of
of Shares Price Shares Purchased as Shares that may yet be
Purchased Paid Per Part of a Publicly Purchased Under the
Period (a) Share Announced Program (b) Program (b)

May 31, 2010-
June 27, 2010 13,298,571 $ 37.60 13,298,571 (c )

June 28, 2010-
July 25, 2010 5,241,912 35.93 5,241,912 94,758,088

July 26, 2010-
August 29, 2010 2,840,700 35.21 2,840,700 91,917,388

Total 21,381,183 $ 36.87 21,381,183 91,917,388


(a)		These shares were purchased in the open market.

(b)		On ~~December 11, 2006,~~June 28, 2010, our Board of Directors approved and we announced an authorization for the repurchase of up to ~~75,000,000~~100,000,000 shares of our common stock. Purchases can be made in the open market or in privately negotiated transactions, including the use of call options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The Board did not specify an expiration date for the authorization.

(c)		Purchases made prior to June 28, 2010 were made pursuant to an authorization adopted by our Board of Directors on December 11, 2006, and that authorization was terminated on June 28, 2010.

3429

Item 6.

Exhibits.

10.1
~~Item 6.~~		~~Exhibits.~~1998 Senior Management Stock Plan.

~~Exhibit 10.1~~10.2		~~Addendum No. 10 to the Protocol of Cereal Partners Worldwide, dated January 1, 2010, among the Registrant, Nestle S.A. and CPW S.A.~~2001 Compensation Plan for Non-Employee Directors.
~~Exhibit~~
10.3		2003 Stock Compensation Plan.

10.4		2005 Stock Compensation Plan.

10.5		2006 Compensation Plan for Non-Employee Directors.

10.6		2007 Stock Compensation Plan.

10.7		2009 Stock Compensation Plan.

10.8		Executive Incentive Plan.

12.1		Computation of Ratio of Earnings to Fixed Charges
~~Exhibit~~
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~Exhibit~~
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~Exhibit~~
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
~~Exhibit~~
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
~~101.INS~~
101		~~XBRL Instance Document~~
~~101.SCH~~		~~XBRL Schema Document~~
~~101.CAL~~		~~XBRL Calculation Linkbase Document~~
~~101.DEF~~		~~XBRL Definition Linkbase Document~~
~~101.LAB~~		~~XBRL Label Linkbase Document~~
~~101.PRE~~		~~XBRL Presentation Linkbase Document~~Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 29, 2010, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Total Equity and Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.

3530

SIGNATURES

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.


	GENERAL MILLS, INC. (Registrant)
Date ~~March 24,~~September 22, 2010	/s/ Roderick A. Palmore
	Roderick A. Palmore
	Executive Vice President, General Counsel and Secretary


Date ~~March 24,~~September 22, 2010	/s/ Richard O. Lund
	Richard O. Lund
	Vice President, Controller (Principal Accounting Officer)

3631

Exhibit Index


Exhibit No.		Description

10.1		1998 Senior Management Stock Plan.

~~Addendum No. 10 to the Protocol of Cereal Partners Worldwide, dated January 1, 2010, among the Registrant, Nestle S.A. and CPW S.A.~~10.2		2001 Compensation Plan for Non-Employee Directors.
	~~12.1~~
10.3		2003 Stock Compensation Plan.

10.4		2005 Stock Compensation Plan.

10.5		2006 Compensation Plan for Non-Employee Directors.

10.6		2007 Stock Compensation Plan.

10.7		2009 Stock Compensation Plan.

10.8		Executive Incentive Plan.

12.1		Computation of Ratio of Earnings to Fixed Charges
	~~31.1~~
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	~~31.2~~
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	~~32.1~~
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	~~32.2~~
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
~~101.INS~~		~~XBRL Instance Document~~
~~101.SCH~~101		~~XBRL Schema Document~~
~~101.CAL~~			~~XBRL Calculation Linkbase Document~~
~~101.DEF~~			~~XBRL Definition Linkbase Document~~
~~101.LAB~~			~~XBRL Label Linkbase Document~~
~~101.PRE~~			~~XBRL Presentation Linkbase Document~~Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 29, 2010, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Total Equity and Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.

3732


	Interest Rate						Foreign Exchange										Commodity
	Contracts						Contracts						Equity Contracts				Contracts					Total
	Quarter Ended						Quarter Ended						Quarter Ended				Quarter Ended					Quarter Ended
	Feb. 28,			Feb. 22,			Feb. 28,			Feb. 22,			Feb. 28,		Feb. 22,		Feb. 28,		Feb. 22,			Feb. 28,			Feb. 22,
In Millions	2010			2009			2010			2009			2010		2009		2010		2009			2010			2009

Derivatives in Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in other comprehensive income (OCI) (a)	$	2.1		$	1.1		$	(3.6	)	$	(1.5	)	$	—	$	—	$	—	$	—		$	(1.5	)	$	(0.4	)
Amount of gain (loss) reclassified from AOCI into earnings (a) (b)		(3.8	)		4.0			(9.8	)		(6.8	)		—		—		—		—			(13.6	)		(2.8	)
Amount of (gain) loss recognized in earnings (c) (d)		—			—			0.1			(0.2	)		—		—		—		—			0.1			(0.2	)


Derivatives in Fair Value Hedging Relationships:
Amount of net loss recognized in earnings (e)		(2.0	)		—			—			—			—		—		—		—			(2.0	)		—


Derivatives Not Designated as Hedging Instruments:
Amount of gain (loss) recognized in earnings (f)		0.2			(0.4	)		12.1			0.3			0.1		—		1.6		(28.4	)		14.0			(28.5	)


	Total
	Number		Average		Total Number of		Maximum Number of
	of Shares		Price		Shares Purchased as		Shares that may yet
	Purchased		Paid Per		Part of a Publicly		be Purchased Under
Period	(a)		Share		Announced Program (b)		the Program (b)

November 30, 2009-
January 3, 2010		—	$	—		—		18,288,643

January 4, 2010-
January 31, 2010		850,000		71.34		850,000		17,438,643

February 1, 2010-
February 28, 2010		407,800		69.35		407,800		17,030,843

Total		1,257,800	$	70.70		1,257,800		17,030,843