Obligation Generale Mills 5.65% ( US370334BH61 ) en USD

Generale Mills

100 % ⇌

Etas-Unis

US370334BH61 ( en USD )

5.65% par an ( paiement semestriel )

15/02/2019 - Obligation échue

Prospectus brochure de l'obligation General Mills US370334BH61 en USD 5.65%, échue

2 000 USD

1 150 000 000 USD

370334BH6

N/A

N/A

General Mills est une entreprise agroalimentaire américaine multinationale qui produit et commercialise une large gamme de produits alimentaires de consommation courante, notamment des céréales pour petit-déjeuner, des snacks, des produits laitiers et des aliments surgelés, sous des marques telles que Cheerios, Häagen-Dazs et Yoplait.

L'Obligation émise par Generale Mills ( Etas-Unis ) , en USD, avec le code ISIN US370334BH61, paye un coupon de 5.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2019

FORM 424B5
Page 1 of 88
424B5 1 c49008be424b5.htm FORM 424B5
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FORM 424B5
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Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-155932

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Maximum aggregate offering price

Amount of registration fee(1)
5.650% Notes due 2019

$ 1,150,000,000

$ 45,195

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933. Pursuant to Rule 457(p)
under the Securities Act of 1933, the registration fee of $291,731 that has already been paid and
remains unused with respect to Form S-3 of General Mills, Inc. (333-116779), filed on June 23, 2004,
is applied to the registration fee for this offering.
Prospectus Supplement
(To Prospectus dated December 4, 2008)

$1,150,000,000

General Mills, Inc.

5.650% Notes due 2019

The notes will mature on February 15, 2019. We will pay interest on the notes on February 15 and
August 15 of each year, beginning August 15, 2009.

The notes are redeemable in whole or in part at any time at our option at the redemption price equal to
the make-whole amount described on page S-13 of this prospectus supplement.

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)
99.914 % $ 1,149,011,000
Underwriting discount
0.450 % $
5,175,000
Proceeds (before expenses) to General Mills(1)
99.464 % $ 1,143,836,000

(1) Plus accrued interest from February 3, 2009, 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 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.
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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 and the
Euroclear System, on or about February 3, 2009, against payment in immediately available funds.

Joint Book-Running Managers

Deutsche Bank
Securities

J.P. Morgan Morgan Stanley

Senior Co-Managers

Citi
Wells Fargo Securities

Co-Managers

Banc of America Securities
LLC
Barclays Capital
Credit Suisse
The Williams Capital Group,
Mitsubishi UFJ Securities

L.P.

The date of this prospectus supplement is January 29, 2009
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FORM 424B5
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TABLE OF CONTENTS

Page

Prospectus Supplement
About This Prospectus Supplement

ii
Incorporation by Reference
iii
Summary
S-1
Risk Factors
S-6
Cautionary Statement Regarding Forward-Looking Statements
S-8
Use of Proceeds
S-10
Ratios of Earnings to Fixed Charges
S-10
Capitalization
S-11
Description of the Notes
S-12
Material U.S. Federal Income Tax Considerations
S-19
Underwriting
S-24
Validity of the Notes
S-27
Prospectus
About This Prospectus

2
Where You May Find More Information About General Mills

2
Cautionary Statement Regarding Forward-Looking Statements

3
About General Mills

4
Use of Proceeds

6
Ratios of Earnings to Fixed Charges

6
Description of Debt Securities

6
Plan of Distribution
17
Legal Matters
19
Experts
19

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, or SEC, using a shelf registration statement. Under the shelf registration
process, from time to time, we may offer and sell debt 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 iii of this prospectus supplement and "Where You May Find More Information
About General Mills" on page 2 of the accompanying prospectus.

You should rely only on the information contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus and any free writing prospectus prepared
by or on behalf of us. We have not authorized anyone to provide you with different or additional
information. If anyone provides you with different or additional information, you should not
rely on it. We are not 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.

All references in this prospectus supplement and the accompanying prospectus to "General Mills,"
"we," "us" or "our" mean General Mills, Inc. and its majority-owned 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 and the accompanying prospectus.

ii
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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. You may also read and copy any document we file at the SEC's public reference
room at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further
information on the public reference room.

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 in accordance with
the Securities Exchange Act of 1934 and applicable SEC rules):

· our Annual Report on Form 10-K for the fiscal year ended May 25, 2008;

· our Quarterly Reports on From 10-Q for the fiscal quarters ended August 24, 2008 and
November 23, 2008;

· our Current Reports on Form 8-K filed on August 5, 2008, August 15, 2008 (filing August 13,
2008 press release), December 11, 2008, January 8, 2009 and January 29, 2009; and

· any future filings we make with the SEC under Sections 13(a), l3(c), 14 or 15(d) of the
Securities Exchange Act of 1934 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) 764-3617

iii
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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 are also a leading supplier of branded and unbranded food products to the
foodservice and commercial baking industries. As of May 25, 2008, we manufactured our
products in 16 countries and marketed them in more than 100 countries. Our joint ventures
manufacture and market products in more than 130 countries and republics 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 25, 2008,
we employed approximately 29,500 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 http://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 iii of this prospectus
supplement and "Where You May Find More Information About General Mills" on page 2 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 three operating segments:

·

U.S.
Retail;

·

International;
and

· Bakeries and Foodservice.

U.S. Retail

Our U.S. Retail segment accounted for 66.5 percent of our total fiscal 2008 net sales. 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.

International

Our International segment accounted for 18.7 percent of our total fiscal 2008 net sales. 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 snacks. In markets outside North America, our
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FORM 424B5
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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

S-1
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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.

Bakeries and Foodservice

Our Bakeries and Foodservice segment accounted for 14.8 percent of our total fiscal
2008 net sales. In our Bakeries and Foodservice segment, we sell branded ready-to-eat cereals,
snacks, dinner and side dish products, refrigerated and soft-serve frozen yogurt, frozen dough
products, branded baking mixes and custom food items. Our customers include foodservice
distributors and operators, convenience stores, vending machine operators, quick service and
other restaurant operators, and business and school cafeterias in the United States and Canada.
In addition, we market mixes and unbaked and fully baked frozen dough products throughout
the United States and Canada to retail, supermarket and wholesale bakeries.

Joint Ventures

In addition to our consolidated operations, we participate in several joint ventures.

We have a 50 percent equity interest in Cereal Partners Worldwide, or CPW, which
manufactures and markets ready-to-eat cereal products in more than 130 countries and republics
outside the United States and Canada. CPW also markets cereal bars in several European
countries and manufactures private label cereals for customers in the United Kingdom. We have
50 percent equity interests in Häagen-Dazs Japan, Inc. and Häagen-Dazs Korea Company.
These joint ventures manufacture, distribute and market HÄAGEN-DAZS ice cream products
and frozen novelties.
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S-2
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