Bond Generale Mills 2.875% ( US370334CL64 ) in USD

Generale Mills

94.476 % ▼

United States

US370334CL64 ( in USD )

2.875% per year ( payment 2 times a year)

14/04/2030

Prospectus brochure of the bond General Mills US370334CL64 en USD 2.875%, maturity 14/04/2030

2 000 USD

750 000 000 USD

370334CL6

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/04/2026 ( In 67 days )

General Mills is a major American food company manufacturing and selling branded consumer foods worldwide, with well-known brands including Cheerios, Häagen-Dazs, and Pillsbury.

General Mills (US370334CL64, CUSIP 370334CL6) issued a USD 750,000,000 bond with a 2.875% coupon, maturing April 14, 2030, currently trading at 90.62%, paying semi-annually, in minimum increments of 2000, rated BBB by S&P and Baa2 by Moody's.

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424B5 1 d851518d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-223919
CALCULATION OF REGISTRATION FEE

Maximum aggregate
Amount of
Title of each class of securities to be registered

offering price

registration fee(1)
2.875% Notes due 2030

$750,000,000

$97,350

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.

Table of Contents
Prospectus Supplement
(To Prospectus dated March 26, 2018)
$750,000,000

General Mills, Inc.
2.875% Notes due 2030

We are offering $750,000,000 aggregate principal amount of our 2.875% notes due April 15, 2030 (the "notes"). We will pay interest on the notes on
April 15 and October 15 of each year, beginning on October 15, 2020.
The notes are redeemable in whole or in part at any time at our option at the applicable redemption price described under the heading "Description of
the Notes -- Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally with our existing and future unsecured senior indebtedness. The notes will
be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in the notes involves risk. See "Risk Factors" beginning on page S-6 of this prospectus supplement.

Per

Note

Total

Public offering price(1)

99.800%
$ 748,500,000
Underwriting discount

0.450%
$
3,375,000
Proceeds (before expenses) to General Mills

99.350%
$ 745,125,000

(1)
Plus accrued interest from April 3 , 2020, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
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determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The notes will not be listed on any securities exchange or quoted on any automated dealer quotation system. Currently, there is no public market for
the notes.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., on or about April 3, 2020.

Joint Book-Running Managers

BofA Securities

Morgan Stanley
Senior Co-Managers

Citigroup

J.P. Morgan

MUFG
TD Securities

US Bancorp

Wells Fargo securities
Co-Manager
Academy Securities
The date of this prospectus supplement is March 31, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement

ii
Incorporation by Reference

iv
Summary
S-1
Risk Factors
S-6
Cautionary Statement Regarding Forward-Looking Statements
S-8
Use of Proceeds
S-10
Capitalization
S-10
Description of the Notes
S-11
Material United States Federal Income and Estate Tax Considerations
S-17
Underwriting
S-22
Validity of the Notes
S-25
Experts
S-25
Prospectus

About This Prospectus
1
Risk Factors
1
Cautionary Statement Regarding Forward-Looking Statements
2
Where You May Find More Information About General Mills
3
About General Mills
4
Use of Proceeds
4
Ratio of Earnings To Fixed Charges
4
Description of Debt Securities
5
Description of Common Stock
15
Plan of Distribution
16
Validity of Securities
17
Experts
17

i
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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part, the
accompanying prospectus, gives more general information, some of which may not apply to this offering. This prospectus supplement and the information
incorporated by reference in this prospectus supplement also adds to, updates and changes information contained or incorporated by reference in the
accompanying prospectus. If information in this prospectus supplement or the information incorporated by reference in this prospectus supplement is
inconsistent with the accompanying prospectus or the information incorporated by reference therein, then this prospectus supplement or the information
incorporated by reference in this prospectus supplement will apply and will supersede the information in the accompanying prospectus.
The accompanying prospectus is part of a registration statement that we filed with the Securities and Exchange Commission ("SEC") using a shelf
registration statement. Under the shelf registration process, from time to time, we may offer and sell securities in one or more offerings.
It is important that you read and consider all of the information contained in this prospectus supplement and the accompanying prospectus in making
your investment decision. You should also read and consider the information in the documents to which we have referred you in "Incorporation by
Reference" on page iv of this prospectus supplement and "Where You May Find More Information About General Mills" on page 3 of the accompanying
prospectus.
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by or on behalf of us. Neither we
nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any other information that others may give you.
Neither we nor the underwriters are making an offer to sell the notes in any jurisdiction where the offer or sale of the notes is not permitted. You
should assume that the information in this prospectus supplement and the accompanying prospectus is accurate only as of their respective dates
and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference.
The notes are being offered for sale only in jurisdictions where it is lawful to make such offers. The distribution of this prospectus supplement and
the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by law. Persons outside the United States who receive
this prospectus supplement and the accompanying prospectus should inform themselves about and observe any such restrictions. This prospectus
supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See
"Underwriting" in this prospectus supplement.
All references in this prospectus supplement and the accompanying prospectus to "General Mills," "we," "us" or "our" mean General Mills, Inc. and
its consolidated subsidiaries except where it is clear from the context that the term means only the issuer, General Mills, Inc. Unless otherwise stated,
currency amounts in this prospectus supplement and the accompanying prospectus are stated in United States dollars.
Trademarks and service marks that are owned or licensed by us or our subsidiaries are set forth in capital letters in this prospectus supplement.
Notice to Prospective Investors in Canada
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or
territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the
securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.

ii
Table of Contents
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
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Notice to Prospective Investors in the European Economic Area and United Kingdom
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA") or in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU as amended, "MiFID II"); or (ii) a customer within the meaning of
Directive 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation").
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and therefore offering or selling the
notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
Notice to Prospective investors in the United Kingdom
The communication of this prospectus supplement and the accompanying prospectus and any other document or materials relating to the issue of the
notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section
21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not
being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a
financial promotion is only being made to and directed at persons outside the United Kingdom and those persons in the United Kingdom who have
professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article
49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion
Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the notes offered hereby are only available to, and any
investment or investment activity to which this prospectus supplement and the accompanying prospectus relates will be engaged only with, relevant
persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement and the accompanying
prospectus or any of its contents.

iii
Table of Contents
INCORPORATION BY REFERENCE
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public
through the Internet at the SEC's website at http://www.sec.gov.
The SEC allows us to incorporate by reference the information we file with them into this prospectus supplement and the accompanying prospectus.
This means that we can disclose important information to you by referring you to another document that we have filed separately with the SEC that
contains that information. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying
prospectus. Information that we file with the SEC after the date of this prospectus supplement will automatically update and, where applicable, modify and
supersede the information included or incorporated by reference in this prospectus supplement and the accompanying prospectus. We incorporate by
reference (other than any portions of any such documents that are not deemed "filed" under the Securities Exchange Act of 1934, as amended, in
accordance with the Securities Exchange Act of 1934, as amended, and applicable SEC rules):

·
our Annual Report on Form 10-K (including information specifically incorporated by reference into the Annual Report on Form 10-K from

our Definitive Proxy Statement on Schedule 14A filed on August 12, 2019) for the fiscal year ended May 26, 2019;

·
our Quarterly Reports on Form 10-Q for the fiscal quarters ended August 25, 2019, November 24, 2019 and February 23, 2020;

·
our Current Reports on Form 8-K filed on May 29, 2019, June 28, 2019, August 20, 2019, September 26, 2019, December 5, 2019,

January 15, 2020 and January 29, 2020; and

·
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until

we sell all of the securities offered by this prospectus supplement.
You may request a copy of any of these filings (excluding exhibits to those documents unless they are specifically incorporated by reference in those
documents) at no cost by writing to or telephoning us at the following address and phone number:
General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
Attention: Corporate Secretary
(763) 764-7600

iv
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Table of Contents
SUMMARY
The information below is a summary of the more detailed information included elsewhere in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. You should read carefully the following summary in conjunction with the more detailed information
contained in this prospectus supplement, including the "Risk Factors" section beginning on page S-6 of this prospectus supplement, the
accompanying prospectus and the information incorporated by reference. This summary is not complete and may not contain all of the information
you should consider before purchasing the notes.
Our Business
We are a leading global manufacturer and marketer of branded consumer foods sold through retail stores. We also are a leading supplier of
branded and unbranded food products to the North American foodservice and commercial baking industries. Following our acquisition of Blue
Buffalo Pet Products, Inc. ("Blue Buffalo") in fiscal 2018, we are also a leading manufacturer and marketer in the wholesome natural pet food
category. We manufacture our products in 13 countries and market them in more than 100 countries. In addition to our consolidated operations, we
have 50 percent interests in two strategic joint ventures that manufacture and market food products sold in more than 130 countries worldwide. Our
fiscal year ends on the last Sunday in May. All references to our fiscal years are to our fiscal years ending on the last Sunday in May of each such
period.
We were incorporated under the laws of the State of Delaware in 1928. As of May 26, 2019, we employed approximately 40,000 persons
worldwide. Our principal executive offices are located at Number One General Mills Boulevard, Minneapolis, Minnesota 55426; our telephone
number is (763) 764-7600. Our internet website address is https://www.generalmills.com. The contents of this website are not deemed to be a part of
this prospectus supplement or the accompanying prospectus. See "Incorporation by Reference" on page iv of this prospectus supplement and "Where
You May Find More Information About General Mills" on page 3 of the accompanying prospectus for details about information incorporated by
reference into this prospectus supplement and the accompanying prospectus.
Business Segments
Our businesses are divided into five operating segments:

·
North America Retail;

·
Convenience Stores & Foodservice;

·
Europe & Australia;

·
Asia & Latin America; and

·
Pet.
North America Retail
Our North America Retail segment accounted for 59 percent of our total fiscal 2019 net sales. Our North America Retail operating segment
reflects business with a wide variety of grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount chains,
and e-commerce grocery providers. Our product categories in this business segment are ready-to-eat cereals, refrigerated yogurt, soup, meal kits,
refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, grain, fruit and savory snacks, and a wide variety of
organic products including refrigerated yogurt, nutrition bars, meal kits, salty snacks, ready-to-eat cereal and grain snacks.
Convenience Stores & Foodservice
Our Convenience Stores & Foodservice segment accounted for 12 percent of our total fiscal 2019 net sales. Our major product categories in our
Convenience Stores & Foodservice operating segment are ready-to-eat cereals, snacks, refrigerated yogurt, frozen meals, unbaked and fully baked
frozen dough products, and baking mixes. Many products we sell are branded to the consumer and nearly all are branded to our customers. We sell to
distributors and operators in many customer channels including foodservice, convenience stores, vending and supermarket bakeries in the United
States.

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S-1
Table of Contents
Europe & Australia
Our Europe & Australia segment accounted for 11 percent of our total fiscal 2019 net sales. Our Europe & Australia operating segment reflects
retail and foodservice businesses in the greater Europe and Australia regions. Our product categories include refrigerated yogurt, meal kits, super-
premium ice cream, refrigerated and frozen dough products, shelf stable vegetables, grain snacks, and dessert and baking mixes. We also sell super-
premium ice cream directly to consumers through owned retail shops. Revenues from franchise fees are reported in the region or country where the
franchisee is located.
Asia & Latin America
Our Asia & Latin America segment accounted for 10 percent of our total fiscal 2019 net sales. Our Asia & Latin America operating segment
consists of retail and foodservice businesses in the greater Asia and South America regions. Our product categories include super-premium ice cream
and frozen desserts, refrigerated and frozen dough products, dessert and baking mixes, meal kits, salty and grain snacks, wellness beverages and
refrigerated yogurt. We also sell super-premium ice cream and frozen desserts directly to consumers through owned retail shops. Our Asia & Latin
America segment also includes products manufactured in the United States for export, mainly to Caribbean and Latin American markets, as well as
products we manufacture for sale to our international joint ventures. Revenues from export activities and franchise fees are reported in the region or
country where the end customer or franchisee is located.
Pet
Our Pet segment accounted for 8 percent of our total fiscal 2019 net sales. Our Pet operating segment includes pet food products sold primarily
in the United States in national pet superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers and
veterinary clinics and hospitals. Our product categories include dog and cat food (dry foods, wet foods and treats) made with whole meats, fruits and
vegetables and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle and life-stage needs and
span different product types, diet types, breed sizes for dogs, lifestages, flavors, product functions and textures, and cuts for wet foods. We are
reporting the Pet operating segment results on a one-month lag and accordingly, our fiscal 2018 results did not include Pet segment operating results.
Joint Ventures
In addition to our consolidated operations, we participate in two joint ventures.
We have a 50 percent equity interest in Cereal Partners Worldwide, which manufactures and markets ready-to-eat cereal products in more than
130 countries outside the United States and Canada. Cereal Partners Worldwide also markets cereal bars in several European countries and
manufactures private label cereals for customers in the United Kingdom. We also have a 50 percent equity interest in Häagen-Dazs Japan, Inc., which
manufactures and markets HÄAGEN-DAZS ice cream products and frozen novelties.

S-2
Table of Contents
Selected Financial Information
The following table sets forth selected consolidated historical financial data for each of the fiscal years ended May 2017 through 2019 and for
the nine-month periods ended February 24, 2019 and February 23, 2020. Our fiscal years end on the last Sunday in May. The selected consolidated
historical financial data as of May 2018 and 2019 and for each of the fiscal years ended May 2017, 2018 and 2019 have been derived from, and should
be read together with, our audited consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in our annual report on Form 10-K for our fiscal year ended May 26, 2019 that we have filed with
the SEC and incorporated by reference in this prospectus supplement and the accompanying prospectus. The selected consolidated historical financial
data as of February 23, 2020 and for the nine-month periods ended February 24, 2019 and February 23, 2020 are unaudited and have been derived
from, and should be read together with, our unaudited consolidated financial statements and related notes and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in our quarterly report on Form 10-Q for our fiscal quarter ended February 23,
2020 that we have filed with the SEC and incorporated by reference in this prospectus supplement and the accompanying prospectus. In the opinion of
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our management, the unaudited historical financial data were prepared on the same basis as the audited historical financial data and include all
adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of this information. Results of operations for the nine-
month period ended February 23, 2020 are not necessarily indicative of results of operations that may be expected for the full fiscal year.

Fiscal Year Ended

Nine-Month Period Ended

May 26,
May 27,
May 28,
February 23,
February 24,
In millions, except percentages

2019

2018

2017

2020

2019

Financial Results

Net sales
$16,865.2
$15,740.4
$15,619.8
$ 12,603.6
$ 12,703.5
Cost of sales
11,108.4
10,304.8
10,052.0

8,241.8

8,408.0
Selling, general and administrative expenses
2,935.8
2,850.1
2,888.8

2,224.5

2,192.6
Divestitures loss

30.0

--

6.5

--

35.4
Restructuring, impairment and other exit costs

275.1

165.6

180.4

12.9

267.7

Operating profit
2,515.9
2,419.9
2,492.1

2,124.4

1,799.8
Benefit plan non-service income

(87.9)

(89.4)

(74.3)

(90.7)

(63.3)
Interest, net

521.8

373.7

295.1

347.9

397.0

Earnings before income taxes and after-tax earnings from joint
ventures
2,082.0
2,135.6
2,271.3

1,867.2

1,466.1
Income taxes

367.8

57.3

655.2

340.9

313.1
After-tax earnings from joint ventures

72.0

84.7

85.0

57.5

52.0

Net earnings, including earnings attributable to redeemable and
noncontrolling interests
1,786.2
2,163.0
1,701.1

1,583.8

1,205.0
Net earnings attributable to redeemable and noncontrolling
interests

33.5

32.0

43.6

28.3

22.5

Net earnings attributable to General Mills
$ 1,752.7
$ 2,131.0
$ 1,657.5
$
1,555.5
$
1,182.5

Net earnings as a percentage of net sales

10.4%

13.5%

10.6%

12.3%

9.3%
Financial Position At Period End

Total assets
$30,111.2
$30,624.0

$ 30,248.7
Long-term debt, excluding current portion
11,624.8
12,668.7

11,589.6
Total equity
7,367.7
6,492.4

7,860.1

S-3
Table of Contents
The Offering
The summary below describes the principal terms of the notes. Some of the terms and conditions described below are subject to important
limitations and exceptions. See "Description of the Notes" on page S-11 of this prospectus supplement and "Description of Debt Securities" on page
5 of the accompanying prospectus for a more detailed description of the terms and conditions of the notes.

Issuer
General Mills, Inc.

Securities Offered
$750,000,000 aggregate principal amount of 2.875% notes due 2030.

Maturity
The notes will mature on April 15, 2030.

Interest on the Notes
The notes will bear interest at a rate of 2.875% per year.

Interest Payment Dates
Interest on the notes will accrue from April 3, 2020 and will be payable on April 15 and
October 15 of each year, beginning October 15, 2020.

Ranking
The notes will be our unsecured and unsubordinated obligations and will rank equally in
priority with all of our existing and future unsecured and unsubordinated indebtedness and
senior in right of payment to all of our existing and future subordinated indebtedness. The
notes will effectively rank junior to all of our existing and future secured indebtedness to the
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extent of the value of the assets securing such indebtedness and to all liabilities of our
subsidiaries.

Optional Redemption
The notes are redeemable in whole or in part at any time at our option at the applicable
redemption price described under the heading "Description of the Notes -- Optional
Redemption."

Change of Control Offer to Purchase
If a change of control triggering event occurs, unless we have exercised our right to redeem
the notes, we will be required to make an offer to purchase the notes at a purchase price
equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any,
to the date of repurchase, as described more fully under "Description of the Notes -- Change
of Control Offer to Purchase."

Further Issues
We may, without the consent of the holders of notes, issue additional notes having the same
ranking and the same interest rate, maturity and other terms as a series of the notes (except
for the public offering price and issue date and, in some cases, the first interest payment
date). Any additional notes, together with the notes in this offering with the same terms, will
constitute a single series of notes under the indenture. No additional notes of a series may be
issued if an event of default has occurred with respect to that series of notes.

Sinking Fund
None.

Use of Proceeds
We intend to use the net proceeds to repay our outstanding commercial paper and for general
corporate purposes.

Denominations and Form
We will issue the notes in the form of one or more fully registered global notes registered in
the name of the nominee of The Depository Trust Company, or DTC. Beneficial interests in
the notes will be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in DTC. Clearstream Banking,
S.A. and Euroclear Bank, S.A./N.V., as operator of the Euroclear System, will hold interests
on behalf of their participants through their respective United States depositaries, which in
turn will hold such interests in accounts as participants of DTC. Except in the limited
circumstances described in this prospectus supplement, owners of beneficial interests in the
notes will not be entitled to have notes registered in their names, will not receive or be
entitled to receive notes in definitive form and will not be considered holders of notes under
the indenture. The notes will be issued only in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

S-4
Table of Contents
No Listing
We do not intend to apply for the listing of the notes on any securities exchange or for the
quotation of such notes in any automated dealer quotation system.

Risk Factors
An investment in the notes involves risks. You should carefully consider the information set
forth in the section of this prospectus supplement entitled "Risk Factors" beginning on page
S-6 of this prospectus supplement, as well as other information included in or incorporated
by reference into this prospectus supplement and the accompanying prospectus before
deciding whether to invest in the notes.

Trustee, Registrar and Paying Agent
U.S. Bank National Association.

Governing Law
The State of New York.

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S-5
Table of Contents
RISK FACTORS
An investment in the notes involves risks. Before deciding whether to purchase the notes, you should consider the risks discussed below or elsewhere
in this prospectus supplement, including those set forth under the heading "Cautionary Statement Regarding Forward-Looking Statements" beginning on
page S-8 of this prospectus supplement, and in our filings with the SEC that we have incorporated by reference in this prospectus supplement and the
accompanying prospectus. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our
business operations.
Any of the risks discussed below or elsewhere in this prospectus supplement or in our SEC filings incorporated by reference in this prospectus
supplement and the accompanying prospectus, and other risks we have not anticipated or discussed, could have a material impact on our business,
prospects, financial condition or results of operations. In that case, our ability to pay interest on the notes when due or to repay the notes at maturity could
be adversely affected, and the trading price of the notes could decline substantially.
We have a substantial amount of indebtedness, which could limit our financing and other options and adversely affect our ability to make
payments on the notes.
We have a substantial amount of indebtedness. As of February 23, 2020, we had $13.6 billion of total debt, including $468.4 million of debt of our
consolidated subsidiaries but excluding redeemable and noncontrolling interests in our subsidiaries held by third parties. As of February 23, 2020, interests
in our subsidiaries held by third parties, shown as redeemable and noncontrolling interests on our consolidated balance sheets, totaled $823.6 million. The
agreements under which we have issued indebtedness do not prevent us from incurring additional unsecured indebtedness in the future.
Our level of indebtedness could have important consequences to holders of the notes. For example, it may limit:

·
our ability to obtain financing for working capital, capital expenditures or general corporate purposes, particularly if the ratings assigned to

our debt securities by rating organizations were revised downward; and

·
our flexibility to adjust to changing business and market conditions and make us more vulnerable to a downturn in general economic

conditions as compared to our competitors.
There are various financial covenants and other restrictions in our debt instruments. If we fail to comply with any of these requirements, the related
indebtedness (and other unrelated indebtedness) could become due and payable prior to its stated maturity, and we may not be able to repay the
indebtedness that becomes due. A default under our debt instruments may also significantly affect our ability to obtain additional or alternative financing.
Our ability to make scheduled payments or to refinance our obligations with respect to indebtedness will depend on our operating and financial
performance, which in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control.
The notes are effectively subordinated to any secured obligations we may have outstanding and to the obligations of our subsidiaries.
Although the notes are unsubordinated obligations, they are effectively subordinated to any secured obligations we may have to the extent of the
assets that serve as security for those obligations. We do not currently have any material secured obligations. In addition, since the notes are obligations
exclusively of General Mills, Inc. and are not guaranteed by our subsidiaries, the notes are also effectively subordinated to all liabilities of our subsidiaries
to the extent of their assets, since they are separate and distinct legal entities with no obligation to pay any amounts due under our indebtedness, including
the notes, or to make any funds available to us, whether by paying dividends or otherwise. Our subsidiaries are not prohibited from incurring additional
debt or other liabilities, including senior indebtedness, or from issuing equity interests that have priority over our interests in the subsidiaries. If our
subsidiaries were to incur additional debt or liabilities or to issue equity interests that have priority over our interests in the subsidiaries, our ability to pay
our obligations on the notes could be adversely affected. As of February 23, 2020, our consolidated subsidiaries had $468.4 million of debt, and interests in
subsidiaries held by third parties, shown as redeemable and noncontrolling interests on our consolidated balance sheets, totaled $823.6 million.
We may incur additional indebtedness.
The indenture governing the notes does not prohibit us from incurring substantial additional indebtedness in the future. We are also permitted to
incur additional secured indebtedness that would be effectively senior to the notes. The indenture governing the notes also permits unlimited additional
borrowings by our subsidiaries that are effectively senior to the notes and permits our subsidiaries to issue equity interests that have priority over our
interests in the subsidiaries. In addition, the indenture does not contain any restrictive covenants limiting our ability to pay dividends or make any payments
on junior or other indebtedness.

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An active trading market may not develop for the notes.
Prior to the offering, there was no existing trading market for the notes. We do not intend to apply for listing of the notes on any securities exchange
or for quotation of the notes in any automated dealer quotation system. Although the underwriters have informed us that they currently intend to make a
market in the notes after we complete the offering, they have no obligation to do so and may discontinue making a market at any time without notice.
If an active trading market does not develop or is not maintained, the market price and liquidity of the notes may be adversely affected. In that case,
you may not be able to sell your notes at a particular time or you may not be able to sell your notes at a favorable price. The liquidity of any market for the
notes will depend on a number of factors, including:

·
the number of holders of the notes;

·
our ratings published by major credit rating agencies;

·
our financial performance;

·
the market for similar securities;

·
the interest of securities dealers in making a market in the notes; and

·
prevailing interest rates.
We cannot assure you that an active market for the notes will develop or, if developed, that it will continue.
Our credit ratings may not reflect all risks of an investment in the notes.
Our credit ratings may not reflect the potential impact of all risks related to the market values of the notes. However, real or anticipated changes in
our credit ratings will generally affect the market values of the notes.
We may not be able to repurchase the notes upon a change of control.
Upon the occurrence of specific kinds of change of control events, each holder of notes will have the right to require us to repurchase all or any part
of such holder's notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. If we experience
a change of control triggering event, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to
repurchase the notes. Our failure to repurchase the notes as required under the indenture governing the notes would result in a default under the indenture,
which could have material adverse consequences for us and the holders of the notes. See "Description of the Notes -- Change of Control Offer to
Purchase."
Our future results could be affected by the impact of the COVID-19 outbreak on our business, suppliers, consumers, customers and employees.
The impact that the recent COVID-19 outbreak will have on our consolidated results of operations is uncertain. We expect a COVID-19-related
decrease in consumer traffic in away-from-home food outlets across all our major markets to negatively impact our net sales to customers in those
channels for at least the remainder of fiscal 2020. We have also seen increased orders from retail customers in North America and Europe subsequent to
the end of the third quarter of fiscal 2020 in response to increased consumer demand for food at home. Near-term elevated retail customer orders may
unwind in the coming months, and we are unable to predict the nature and timing of when that impact may occur, if at all. We will continue to evaluate the
nature and extent of the impact to our business and consolidated results of operations.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We may have made forward-looking statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus.
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, which speak only as of the date made.
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