Obligation Generale Mills 0% ( US370334BS27 ) en USD

Generale Mills

100 % ⇌

Etas-Unis

US370334BS27 ( en USD )

0%

28/01/2016 - Obligation échue

Prospectus brochure de l'obligation General Mills US370334BS27 en USD 0%, échue

2 000 USD

250 000 000 USD

370334BS2

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

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 US370334BS27, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/01/2016

L'Obligation émise par Generale Mills ( Etas-Unis ) , en USD, avec le code ISIN US370334BS27, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Generale Mills ( Etas-Unis ) , en USD, avec le code ISIN US370334BS27, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 a14-3937_4424b5.htm 424B5
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-179621

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered
Maximum aggregate offering price
Amount of registration fee(1)

Floating Rate Notes due 2016
$250,000,000
$32,200

3.650% Notes due 2024
$500,000,000
$64,400

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

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Prospectus Supplement
(To Prospectus dated February 22, 2012)

$750,000,000

$250,000,000 Floating Rate Notes due 2016
$500,000,000 3.650% Notes due 2024

_________________

We are offering $250,000,000 of our floating rate notes due January 28, 2016 and $500,000,000 of our 3.650% notes due
February 15, 2024. We refer to the floating rate notes and the fixed rate notes collectively as the notes.

We will pay interest on the fixed rate notes on February 15 and August 15 of each year, beginning August 15, 2014, and on
the floating rate notes on January 28, April 28, July 28 and October 28 of each year, beginning April 28, 2014.

The floating rate notes are not redeemable prior to maturity. The fixed rate 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 -- 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 Floating
Per Fixed
Rate Note
Total
Rate Note
Total

Public offering price(1)
100.000%
$ 250,000,000
99.840%
$ 499,200,000

Underwriting discount
0.175%
$
437,500
0.450%
$
2,250,000

Proceeds (before expenses) to General Mills
99.825%
$ 249,562,500
99.390%
$ 496,950,000

(1) Plus accrued interest from January 28, 2014, 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.

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
January 28, 2014, against payment in immediately available funds.

___________________

Joint Book-Running Managers

Citigroup
Goldman, Sachs & Co.
Morgan Stanley

___________________

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Senior Co-Manager
US Bancorp

___________________

Co-Managers
HSBC
Loop Capital Markets
Mitsubishi UFJ Securities

Santander

Standard Chartered Bank

The date of this prospectus supplement is January 21, 2014

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TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement
ii
Incorporation by Reference
iii
Summary
S-1
Risk Factors
S-6
Cautionary Statement Regarding Forward-Looking Statements
S-7
Use of Proceeds
S-9
Capitalization
S-9
Description of the Notes
S-10
Material United States Federal Income Tax Considerations
S-17
Underwriting
S-22
Validity of the Notes
S-25
Experts
S-25

Prospectus

About This Prospectus
1
Where You May Find More Information About General Mills
1
About General Mills
2
Use of Proceeds
2
Description of Debt Securities
2
Plan of Distribution
11
Validity of Debt Securities
12
Experts
12

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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 1 of the accompanying prospectus.

We 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.
We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may
give you. 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 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 and the accompanying prospectus.

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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, 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, 2013) for the fiscal
year ended May 26, 2013;

·
our Quarterly Reports on Form 10-Q for the fiscal quarters ended August 25, 2013 and November 24, 2013;

·
our Current Reports on Form 8-K filed on September 26, 2013, October 29, 2013, November 14, 2013 and

January 17, 2014; 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, 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) 764-3617

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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 26, 2013, 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 26, 2013, we employed
approximately 41,000 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
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 1 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

·
Convenience Stores and Foodservice.

U.S. Retail

Our U.S. Retail segment accounted for 60 percent of our total fiscal 2013 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 product categories in this business segment include 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 granola bars, cereal and soup.

International

Our International segment accounted for 29 percent of our total fiscal 2013 net sales. Our International segment
consists of retail and foodservice businesses outside of the United States. In Canada, our 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, refrigerated yogurt, and grain and fruit snacks. In markets outside North America, our product categories
include super-premium ice cream and frozen desserts, refrigerated yogurt, snacks, shelf stable and frozen vegetables,
refrigerated and frozen 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 and franchise fees are reported in the region or country where the
end customer is located.

Convenience Stores and Foodservice

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Our Convenience Stores and Foodservice segment accounted for 11 percent of our total fiscal 2013 net sales. In our
Convenience Stores and Foodservice segment, our product categories are ready-to-eat cereals, snacks, refrigerated yogurt,
unbaked and fully baked frozen dough products, baking mixes and flour. Many products we sell are branded to the consumer

S-1
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and nearly all are branded to our customers. We sell to distributors and operators in many customer channels including
foodservice, convenience stores, vending and supermarket bakeries. Substantially all of this segment's operations are located
in the United States.

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 and republics 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, distributes and markets HÄAGEN-DAZS ice
cream products and frozen novelties.

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Selected Financial Information

The following table sets forth selected consolidated historical financial data for each of the fiscal years ended May 2011
through 2013 and for the six-month periods ended November 25, 2012 and November 24, 2013. Our fiscal years end on the last
Sunday in May. The selected consolidated historical financial data as of May 2012 and 2013 and for each of the fiscal years ended
May 2011, 2012 and 2013 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, 2013 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
November 24, 2013 and for the six-month periods ended November 25, 2012 and November 24, 2013 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 November 24, 2013 that we have filed with the SEC and incorporated by reference in this
prospectus supplement and the accompanying prospectus. In the opinion of 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 six-month period ended
November 24, 2013 are not necessarily indicative of results of operations that may be expected for the full fiscal year.

Fiscal Year Ended
Six-Month Period Ended

May 26,
May 27,
May 29,
November 24,
November 25,
In millions, except percentages
2013
2012
2011
2013
2012

Financial Results

Net sales
$
17,774.1
$
16,657.9
$
14,880.2
$
9,248.4
$
8,932.8

Cost of sales
11,350.2
10,613.2
8,926.7
5,873.7
5,562.2

Seling, general and administrative
expenses
3,552.3
3,380.7
3,192.0
1,766.3
1,749.6

Divestitures (gain)
--
--
(17.4)
--
--

Restructuring, impairment and other exit
costs
19.8
101.6
4.4
3.5
11.9

Operating profit
2,851.8
2,562.4
2,774.5
1,604.9
1,609.1

Interest, net
316.9
351.9
346.3
147.5
158.5

Earnings before income taxes and after-tax
earnings from joint ventures
2,534.9
2,210.5
2,428.2
1,457.4
1,450.6

Income taxes
741.2
709.6
721.1
478.7
403.5

After-tax earnings from joint ventures
98.8
88.2
96.4
50.2
56.0

Net earnings, including earnings attributable to
redeemable and noncontrolling interests
1,892.5
1,589.1
1,803.5
1,028.9
1,103.1

Net earnings attributable to redeemable and
noncontrolling interests
37.3
21.8
5.2
19.7
12.6

Net earnings attributable to General Mills
$
1,855.2
$
1,567.3
$
1,798.3
$
1,009.2
$
1,090.5

Net earnings as a percentage of net sales
10.4%
9.4%
12.1%
10.9%
12.2%

Financial Position At Period End

Total assets
$
22,658.0
$
21,096.8
$ 23,152.1

Long-term debt, excluding current portion
5,926.1
6,161.9
6,740.6

Total equity
7,128.5
6,882.7
7,086.5

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