Obligation Generale Mills 4.2% ( US370334CG79 ) en USD

Generale Mills

100 % ▲

Etas-Unis

US370334CG79 ( en USD )

4.2% par an ( paiement semestriel )

16/04/2028

Prospectus brochure de l'obligation General Mills US370334CG79 en USD 4.2%, échéance 16/04/2028

2 000 USD

1 400 000 000 USD

370334CG7

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

17/04/2026 ( Dans 69 jours )

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 US370334CG79, paye un coupon de 4.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/04/2028

L'Obligation émise par Generale Mills ( Etas-Unis ) , en USD, avec le code ISIN US370334CG79, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Generale Mills ( Etas-Unis ) , en USD, avec le code ISIN US370334CG79, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d552353d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed maximum
Proposed maximum
Title of each class of
Amount to be
offering price per
aggregate offering
Amount of
securities to be registered

registered

unit

price

registration fee(1)
Floating Rate Notes due 2021

$850,000,000

100.000%

$850,000,000

$105,825.00
Floating Rate Notes due 2023

$400,000,000

100.000%

$400,000,000

$49,800.00
3.200% Notes due 2021

$600,000,000

99.986%

$599,916,000

$74,689.54
3.700% Notes due 2023

$850,000,000

99.783%

$848,155,500

$105,595.36
4.000% Notes due 2025

$800,000,000

99.903%

$799,224,000

$99,503.39
4.200% Notes due 2028

$1,400,000,000

99.798%

$1,397,172,000
$173,947.91
4.550% Notes due 2038

$500,000,000

99.844%

$499,220,000

$62,152.89
4.700% Notes due 2048

$650,000,000

99.808%

$648,752,000

$80,769.62
Total

$6,050,000,000

--

$6,042,439,500
$752,283.72

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-223919

Prospectus Supplement
(To Prospectus dated March 26, 2018)
$6,050,000,000

General Mills, Inc.

$850,000,000 Floating Rate Notes due 2021

$800,000,000 4.000% Notes due 2025

$400,000,000 Floating Rate Notes due 2023

$1,400,000,000 4.200% Notes due 2028

$600,000,000 3.200% Notes due 2021

$500,000,000 4.550% Notes due 2038

$850,000,000 3.700% Notes due 2023

$650,000,000 4.700% Notes due 2048

We are offering $850,000,000 aggregate principal amount of our floating rate notes due April 16, 2021 (the "2021 floating rate notes"), $400,000,000 aggregate principal amount of our floating rate notes due October
17, 2023 (the "2023 floating rate notes" and, together with the 2021 floating rate notes, the "floating rate notes"), $600,000,000 aggregate principal amount of our 3.200% notes due April 16, 2021 (the "2021 notes"),
$850,000,000 aggregate principal amount of our 3.700% notes due October 17, 2023 (the "2023 notes"), $800,000,000 aggregate principal amount of our 4.000% notes due April 17, 2025 (the "2025 notes"), $1,400,000,000
aggregate principal amount of our 4.200% notes due April 17, 2028 (the "2028 notes"), $500,000,000 aggregate principal amount of our 4.550% notes due April 17, 2038 (the "2038 notes") and $650,000,000 aggregate
principal amount of our 4.700% notes due April 17, 2048 (the "2048 notes" and, together with the 2021 notes, the 2023 notes, the 2025 notes, the 2028 notes and the 2038 notes, the "fixed rate notes"). 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 April 17 and October 17 of each year, beginning on October 17, 2018 (other than with respect to the 2021
notes, on which we will pay interest on April 16 and October 16 of each year, beginning on October 16, 2018), on the 2021 floating rate notes on January 16, April 16, July 16 and October 16 of each year, beginning on July
16, 2018, and on the 2023 floating rate notes on January 17, April 17, July 17 and October 17 of each year, beginning on July 17, 2018.
Except as described under the heading "Description of the Notes -- Special Mandatory Redemption," 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 -- Optional Redemption."
On February 22, 2018, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Blue Buffalo Pet Products, Inc., a Delaware corporation ("Blue Buffalo"), and Bravo Merger Corp., a
Delaware corporation and our wholly owned subsidiary ("Merger Sub"). Pursuant to the Merger Agreement, subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into Blue Buffalo
(the "Merger"), with Blue Buffalo surviving the Merger as a wholly owned subsidiary of General Mills. Although we intend to use the net proceeds from this notes offering to pay a portion of the consideration for the
Merger and to pay related fees and expenses, this notes offering is not contingent on the consummation of the Merger. However, (i) if the closing of the Merger has not occurred on or prior to August 22, 2018, or (ii) if,
prior to August 22, 2018, the Merger Agreement is terminated, we will be obligated to redeem all of the 2021 floating rate notes, the 2023 floating rate notes, the 2021 notes, the 2023 notes, the 2025 notes, the 2038 notes
and the 2048 notes (the "Special Mandatory Redemption Notes") on the special mandatory redemption date (as defined herein) at a redemption price equal to 101% of the aggregate principal amount of the applicable Special
Mandatory Redemption Notes, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date. See "Description of the Notes -- Special Mandatory Redemption." The proceeds from this notes
offering will not be deposited into an escrow account and you will not receive a security interest in such proceeds. The 2028 notes are not subject to the special mandatory redemption and we expect the 2028 notes to remain
outstanding even if we do not consummate the Merger.
Prior to this notes offering, we offered, by means of a separate prospectus supplement dated March 27, 2018, 22,727,273 shares of our common stock, par value $0.10 per share (the "Common Stock") (including an
option to purchase up to 2,272,727 additional shares of Common Stock), at a public offering price of $44.00 per share (the "Equity Offering"). This prospectus supplement is not an offer to sell or a solicitation of an offer
to buy any Common Stock offered in the Equity Offering.
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 -9 of this prospectus supplement.

Per 2021
Per 2023
Floating
Floating
Per
Per
Per
Per
Per
Per

Rate Note
Total
Rate Note
Total
2021 Note
Total
2023 Note
Total
2025 Note
Total
2028 Note
Total
2038 Note
Total
2048 Note
Total

Public offering price(1)
100.000% $850,000,000 100.000% $400,000,000 99.986% $599,916,000 99.783% $848,155,500 99.903% $799,224,000 99.798% $1,397,172,000 99.844% $499,220,000 99.808% $648,752,000
Underwriting discount

0.200% $ 1,700,000
0.350% $ 1,400,000
0.200% $ 1,200,000
0.350% $ 2,975,000
0.400% $ 3,200,000
0.450% $
6,300,000
0.875% $ 4,375,000
0.875% $ 5,687,500
Proceeds (before expenses)
to General Mills
99.800% $848,300,000 99.650% $398,600,000 99.786% $598,716,000 99.433% $845,180,500 99.503% $796,024,000 99.348% $1,390,872,000 98.969% $494,845,000 98.933% $643,064,500
https://www.sec.gov/Archives/edgar/data/40704/000119312518108819/d552353d424b5.htm[4/6/2018 10:18:07 AM]

424B5
(1) Plus accrued interest from April 17, 2018, 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 April 17, 2018, which is the tenth business day after the date of this prospectus supplement (T+10), against payment in immediately available funds. See "Underwriting" beginning on
page S -32 of this prospectus supplement.

Joint Book-Running Managers for the floating rate notes, the 2021 Notes and the 2023 Notes

Goldman Sachs & Co. LLC

BofA Merrill Lynch

Citigroup

Deutsche Bank Securities
Barclays

Morgan Stanley
Joint Book-Running Managers for the 2025 Notes and the 2028 Notes

Goldman Sachs & Co. LLC

Barclays

Citigroup

Morgan Stanley
BofA Merrill Lynch

Deutsche Bank Securities
Joint Book-Running Managers for the 2038 Notes and the 2048 Notes

Goldman Sachs & Co. LLC

Barclays

Deutsche Bank Securities

Morgan Stanley
BofA Merrill Lynch

Citigroup
Senior Co-Managers for all notes

BNP PARIBAS

Credit Suisse

US Bancorp

Wells Fargo Securities
Co-Managers for all notes

HSBC

MUFG

SMBC Nikko

SOCIETE GENERALE

TD Securities
The date of this prospectus supplement is April 3, 2018.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement

ii
Incorporation by Reference

iii
Summary
S-1
Risk Factors
S-9
Cautionary Statement Regarding Forward-Looking Statements
S-14
Use of Proceeds
S-16
Capitalization
S-17
Description of the Notes
S-18
Material United States Federal Income Tax Considerations
S-27
Underwriting
S-32
Validity of the Notes
S-37
Experts
S-37
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
Table of Contents
https://www.sec.gov/Archives/edgar/data/40704/000119312518108819/d552353d424b5.htm[4/6/2018 10:18:07 AM]

424B5
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 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 3 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.

ii
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, 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 14, 2017) for the fiscal year ended May 28, 2017 (the "2017 Form 10-K");

· our Quarterly Reports on Form 10-Q for the fiscal quarters ended August 27, 2017, November 26, 2017 and February 25, 2018;

· our Current Reports on Form 8-K filed on June 22, 2017, September 27, 2017, October 12, 2017, November 8, 2017, December 29, 2017,

February 23, 2018 (Item 1.01, Exhibit 2.1 and Exhibit 2.2 of the second Current Report on Form 8-K filed on such date only) and April 2,
2018; 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.
The performance expectations for our fiscal year ending May 27, 2018 described on p. 16 of the 2017 Form 10-K have been superseded by the
financial results described in our Quarterly Report for the fiscal quarter ended February 25, 2018, and those expectations should not be considered in
making an investment decision in respect of the notes.
https://www.sec.gov/Archives/edgar/data/40704/000119312518108819/d552353d424b5.htm[4/6/2018 10:18:07 AM]

424B5
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

iii
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-9 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. As of May 28, 2017, we manufactured
our products in 13 countries and marketed 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 28, 2017, we employed approximately 38,000 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 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 four operating segments:

· North America Retail;

· Convenience Stores & Foodservice;

· Europe & Australia; and

· Asia & Latin America.
North America Retail
Our North America Retail segment accounted for 65 percent of our total fiscal 2017 net sales. Our North America Retail 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 2017 net sales. In our Convenience Stores &
Foodservice segment our major product categories 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
https://www.sec.gov/Archives/edgar/data/40704/000119312518108819/d552353d424b5.htm[4/6/2018 10:18:07 AM]

424B5
to distributors and operators in many customer channels including foodservice, convenience stores, vending and supermarket bakeries in the United
States.

S-1
Table of Contents
Europe & Australia
Our Europe & Australia segment accounted for 12 percent of our total fiscal 2017 net sales. The Europe & Australia segment includes retail
and foodservice businesses in the greater Europe and Australia regions. Our product categories in this business segment are 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 company-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 11 percent of our total fiscal 2017 net sales. The Asia & Latin America segment includes
retail and foodservice businesses in the greater Asia and South America regions. Our product categories in this business segment 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 company-
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.
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.
Recent Developments
Acquisition of Blue Buffalo
On February 22, 2018, we entered into the Merger Agreement with Blue Buffalo and Merger Sub. Pursuant to the Merger Agreement, subject
to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into Blue Buffalo, with Blue Buffalo surviving the Merger as a
wholly owned subsidiary of General Mills. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common
stock of Blue Buffalo, par value $0.01 per share, will be converted into the right to receive $40.00 in cash, without interest (the "Merger
Consideration"), other than shares of Blue Buffalo's common stock held by General Mills, Merger Sub or any other wholly owned subsidiary of
General Mills, shares owned by Blue Buffalo (including shares held in treasury) or any of its wholly owned subsidiaries, and shares owned by
stockholders who have properly exercised and perfected appraisal rights under Delaware law. The Merger Consideration represents an enterprise
value for Blue Buffalo of approximately $8.0 billion.
At the Effective Time, each stock option of Blue Buffalo, whether vested or unvested, that is outstanding immediately prior to the Effective
Time will automatically be cancelled and will only entitle the holder of such stock option to receive, without interest, an amount in cash equal to the
product of (i) the total number of shares of Blue Buffalo common stock subject to the stock option multiplied by (ii) the excess, if any, of the Merger
Consideration over the exercise price of such stock option, less applicable tax withholding. At the Effective Time, each restricted stock unit of Blue
Buffalo outstanding immediately prior to the Effective Time will, whether vested or unvested, automatically be cancelled and will only entitle the
holder thereof to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Blue Buffalo common stock
subject to the restricted stock unit multiplied by (ii) the Merger Consideration, less applicable tax withholding. Immediately prior to the Effective
Time, the holding restrictions applicable to each share of restricted stock of Blue Buffalo outstanding immediately prior to the Effective Time will
automatically expire and each such share of restricted stock will be converted into the right to receive the Merger Consideration.
Each party's obligation to consummate the Merger is subject to certain conditions, including, among others: (i) expiration or termination of
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which condition was satisfied on
https://www.sec.gov/Archives/edgar/data/40704/000119312518108819/d552353d424b5.htm[4/6/2018 10:18:07 AM]

424B5
March 16, 2018; (ii) the absence of any order issued by any court of competent jurisdiction or governmental entity or any applicable law or other
legal restraint, injunction, prohibition that makes consummation of the Merger illegal or otherwise prohibited; and (iii) the passing of twenty
(20) days from the date on which Blue Buffalo mails to Blue Buffalo's stockholders a Schedule 14C Information Statement in definitive form
pursuant to rules adopted by the SEC under the Securities Exchange Act of 1934, as amended. General Mills' obligation to consummate the Merger
is also conditioned on, among other things, the absence of any Company Material Adverse Effect (as defined in the Merger Agreement).

S-2
Table of Contents
Following execution of the Merger Agreement on February 22, 2018, holders of a majority of the issued and outstanding shares of common
stock of Blue Buffalo, duly executed and delivered to Blue Buffalo a written consent, approving and adopting the Merger Agreement and the
transactions contemplated thereby, including the Merger (the "Written Consent"). Notwithstanding the execution and delivery of the Written
Consent, the Merger Agreement provides that Blue Buffalo may, subject to the terms and conditions set forth in the Merger Agreement, engage in
negotiations or discussions with, otherwise contact, or furnish any confidential information to any third party that makes an unsolicited written, bona
fide acquisition proposal if, and only if, the board of directors of Blue Buffalo determines in good faith such acquisition proposal constitutes, or
would reasonably be expected to lead to, a Superior Proposal (as defined in the Merger Agreement). The Merger Agreement also provides that, in
the event that the Blue Buffalo board determines in good faith, after consultation with Blue Buffalo's outside legal and financial advisors, that such
acquisition proposal constitutes a Superior Proposal, and Blue Buffalo complies with certain notice and other conditions set forth in the Merger
Agreement, including providing General Mills with a three business day period to match or improve upon such Superior Proposal, and General
Mills does not deliver a proposal matching or improving upon such Superior Proposal (as determined by the Blue Buffalo board in good faith after
consultation with Blue Buffalo's outside legal and financial advisors) within such three business day period, Blue Buffalo may, prior to 11:59 p.m.,
Eastern time, on the later of (x) March 24, 2018 or (y) in the event Blue Buffalo has delivered a notice to General Mills of a Superior Proposal, the
next calendar day following the applicable match right period with respect to such Superior Proposal, terminate the Merger Agreement to accept
such Superior Proposal, subject to Blue Buffalo's payment to General Mills of a termination fee of $234 million. Blue Buffalo's rights to engage in
negotiations or discussions with third parties and to terminate the Merger Agreement as described above ceased on March 24, 2018 in accordance
with the terms of the Merger Agreement.
The Merger Agreement includes customary representations, warranties and covenants of Blue Buffalo, General Mills and Merger Sub. Among
other things, Blue Buffalo has agreed to conduct in all material respects its business in the ordinary course of business, consistent with past practice
until the Merger is consummated. Blue Buffalo and General Mills have also agreed to use their respective reasonable best efforts to obtain any
approvals from governmental authorities for the Merger, including all antitrust approvals, on the terms and subject to the conditions set forth in the
Merger Agreement. The Merger Agreement contains certain provisions giving each of General Mills and Blue Buffalo rights to terminate the
Merger Agreement under certain circumstances. Upon termination of the Merger Agreement, under specified circumstances (including those
described above), Blue Buffalo will be required to pay General Mills a termination fee of $234 million.
We currently anticipate closing the Merger during our 2018 fiscal year. A copy of the Merger Agreement is incorporated by reference as an
exhibit to our Current Report on Form 8-K filed February 23, 2018, part of which is incorporated by reference into this prospectus supplement and
the accompanying prospectus. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to such exhibit.
Merger Financing
Prior to this notes offering, we offered, by means of a separate prospectus supplement dated March 27, 2018, 22,727,273 shares of Common
Stock (including an option to purchase up to 2,272,727 additional shares of Common Stock), at a public offering price of $44.00 per share. This
prospectus supplement is not an offer to sell or a solicitation of an offer to buy any Common Stock offered in the Equity Offering.
The completion of this offering is not contingent upon the Equity Offering or the Merger. However, if (i) the closing of the Merger has not
occurred on or prior to August 22, 2018, or (ii) prior to August 22, 2018, the Merger Agreement is terminated, we will be obligated to redeem all of
the Special Mandatory Redemption Notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal
amount of the applicable Special Mandatory Redemption Notes, plus accrued and unpaid interest to, but excluding, the special mandatory
redemption date. The 2028 notes are not subject to the special mandatory redemption and we expect the 2028 notes to remain outstanding even if we
do not consummate the Merger.
In connection with General Mills' entry into the Merger Agreement, General Mills has entered into a commitment letter dated February 22,
2018 (the "Commitment Letter"), with Goldman Sachs Bank USA ("GS Bank") and Goldman Sachs Lending Partners LLC (together with GS
Bank, "Goldman Sachs") pursuant to which and subject to the terms and conditions set forth therein, Goldman Sachs has agreed to provide a senior
unsecured 364-day bridge term loan credit facility (the "Bridge Facility") of up to $8.5 billion in the aggregate for the purpose of providing the
https://www.sec.gov/Archives/edgar/data/40704/000119312518108819/d552353d424b5.htm[4/6/2018 10:18:07 AM]

424B5
financing necessary to fund the consideration to be paid pursuant to the terms of the Merger Agreement and related fees and expenses.

S-3
Table of Contents
Commitments and loans under the Bridge Facility will be reduced or prepaid, as applicable, upon any issuance by General Mills of equity or
notes in a public offering or private placement and/or the incurrence of term loans and upon other specified events prior to the consummation of the
transaction, in each case subject to certain exceptions set forth in the Commitment Letter. The funding of the Bridge Facility is contingent on the
satisfaction of certain customary conditions set forth in the Commitment Letter, including, among others, (i) the execution and delivery of definitive
documentation with respect to the Bridge Facility in accordance with the terms sets forth in the Commitment Letter and (ii) the consummation of the
transaction in accordance with the Merger Agreement. Although we do not currently expect to make any borrowings under the Bridge Facility, there
can be no assurance that such borrowings will not be made. In that regard, we may be required to borrow under the Bridge Facility if we do not
generate sufficient net proceeds from this offering and the Equity Offering to finance the Merger and related fees and expenses.
We cannot assure you that we will complete the Merger or the Equity Offering on the terms contemplated in this prospectus supplement or at
all.
About Blue Buffalo
Founded in 2002, Blue Buffalo is one of the fastest growing major pet food companies making natural foods and treats for dogs and cats under
the BLUE brand, which includes BLUE Life Protection Formula, BLUE Wilderness, BLUE Basics, BLUE Freedom and BLUE Natural Veterinary
Diet. BLUE is the #1 brand in the Wholesome Natural segment of the pet food market in the U.S. Blue Buffalo generated net sales of
$1,274.6 million, $1,149.8 million, and $1,027.4 million for the twelve months ended December 31, 2017, December 31, 2016, and December 31,
2015, respectively. During the twelve months ended December 31, 2017, December 31, 2016, and December 31, 2015, net income was
$193.5 million, $130.2 million, and $89.4 million, respectively.
For illustrative purposes, the combination of our net sales for Fiscal 2017 and Blue Buffalo's net sales for its Fiscal 2017 (though different
calendar time periods, and without any adjustment) would have been $16,894.4 million.

S-4
Table of Contents
Selected Financial Information
The following table sets forth selected consolidated historical financial data for each of the fiscal years ended May 2015 through 2017 and for
the nine-month periods ended February 26, 2017 and February 25, 2018. Our fiscal years end on the last Sunday in May. The selected consolidated
historical financial data as of May 2016 and 2017 and for each of the fiscal years ended May 2015, 2016 and 2017 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 28, 2017 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 25, 2018 and for the nine-month periods ended February 26, 2017 and February 25, 2018 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 25, 2018 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 nine-month period ended February 25, 2018 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 28,
May 29,
May 31,
February 25,
February 26,
In millions, except percentages

2017

2016

2015

2018

2017

https://www.sec.gov/Archives/edgar/data/40704/000119312518108819/d552353d424b5.htm[4/6/2018 10:18:07 AM]

424B5
Financial Results

Net sales
$15,619.8
$16,563.1
$17,630.3
$ 11,850.2
$ 11,813.2
Cost of sales
10,056.0
10,733.6
11,681.1

7,841.8

7,569.1
Selling, general and administrative expenses
2,801.3
3,118.9
3,328.0

2,045.8

2,107.9
Divestitures (gain) loss

13.5

(148.2)

--

--

13.5
Restructuring, impairment and other exit costs

182.6

151.4

543.9

14.3

165.5

Operating profit
2,566.4
2,707.4
2,077.3

1,948.3

1,957.2
Interest, net

295.1

303.8

315.4

236.6

225.8

Earnings before income taxes and after-tax earnings from joint
ventures
2,271.3
2,403.6
1,761.9

1,711.7

1,731.4
Income taxes

655.2

755.2

586.8

(29.1)

511.0
After-tax earnings from joint ventures

85.0

88.4

84.3

64.1

65.1

Net earnings, including earnings attributable to redeemable and
noncontrolling interests
1,701.1
1,736.8
1,259.4

1,804.9

1,285.5
Net earnings attributable to redeemable and noncontrolling
interests

43.6

39.4

38.1

28.3

36.9

Net earnings attributable to General Mills
$ 1,657.5
$ 1,697.4
$ 1,221.3
$
1,776.6
$
1,248.6

Net earnings as a percentage of net sales

10.6%

10.2%

6.9%

15.0%

10.6%
Financial Position At Period End

Total assets
$21,812.6
$21,712.3

$ 22,240.6
Long-term debt, excluding current portion
7,642.9
7,057.7

7,163.6
Total equity
4,685.5
5,307.1

5,334.7

S-5
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-18 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
$850,000,000 aggregate principal amount of floating rate notes due 2021.

$400,000,000 aggregate principal amount of floating rate notes due 2023.

$600,000,000 aggregate principal amount of 3.200% notes due 2021.

$850,000,000 aggregate principal amount of 3.700% notes due 2023.

$800,000,000 aggregate principal amount of 4.000% notes due 2025.

$1,400,000,000 aggregate principal amount of 4.200% notes due 2028.

$500,000,000 aggregate principal amount of 4.550% notes due 2038.

$650,000,000 aggregate principal amount of 4.700% notes due 2048.

Maturity
The 2021 floating rate notes will mature on April 16, 2021. The 2023 floating rate notes
will mature on October 17, 2023. The 2021 notes will mature on April 16, 2021. The 2023
notes will mature on October 17, 2023. The 2025 notes will mature on April 17, 2025. The
2028 notes will mature on April 17, 2028. The 2038 notes will mature on April 17, 2038.
The 2048 notes will mature on April 17, 2048.

Interest on the Notes
The floating rate notes will bear interest at a floating rate equal to the three-month LIBOR
rate plus 0.540% per annum in the case of the 2021 floating rate notes and 1.010% per
annum in the case of the 2023 floating rate notes, which three-month LIBOR rate will be set
quarterly. Interest on the floating rate notes will not be less than zero. See "Description of
the Notes -- Floating Rate Notes."
https://www.sec.gov/Archives/edgar/data/40704/000119312518108819/d552353d424b5.htm[4/6/2018 10:18:07 AM]

424B5
The 2021 notes will bear interest at a rate of 3.200% per year. The 2023 notes will bear
interest at a rate of 3.700% per year. The 2025 notes will bear interest at a rate of 4.000%
per year. The 2028 notes will bear interest at a rate of 4.200% per year. The 2038 notes will
bear interest at a rate of 4.550% per year. The 2048 notes will bear interest at a rate of
4.700% per year.

Interest Payment Dates
Interest on the 2021 floating rate notes will be payable on January 16, April 16, July 16 and
October 16 of each year, beginning on July 16, 2018. Interest on the 2023 floating rate notes
will be payable on January 17, April 17, July 17 and October 17 of each year, beginning on
July 17, 2018.
Interest on the fixed rate notes will be payable on April 17 and October 17 of each year,
beginning on October 17, 2018 (other than with respect to the 2021 notes, on which interest
will be payable on April 16 and October 16 of each year, beginning on October 16, 2018).

Interest on the notes will accrue from April 17, 2018.

Ranking
The notes will be our unsecured and unsubordinated obligations and will rank equal 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 extent of the value of the assets securing such indebtedness and to all liabilities of our
subsidiaries.

Optional Redemption
The floating rate notes are not redeemable at our option 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 --
Optional Redemption."

Special Mandatory Redemption
If (i) the closing of the Merger has not occurred on or prior to August 22, 2018, or (ii) prior
to August 22, 2018, the Merger Agreement is terminated, we will be obligated to redeem all
of the Special Mandatory Redemption Notes on the special mandatory redemption date at a
redemption price equal to 101% of the aggregate principal amount of the applicable Special
Mandatory Redemption Notes, plus accrued and unpaid interest to, but excluding, the
special mandatory redemption date. See "Description of the Notes -- Special Mandatory
Redemption." The 2028 notes are not subject to the special mandatory redemption and we
expect the 2028 notes to remain outstanding even if we do not consummate the Merger.

S-6
Table of Contents
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 from this notes offering, together with the net proceeds of
the Equity Offering, the incurrence of debt under our U.S. commercial paper program and
cash on hand, to finance the Merger and to pay related fees and expenses. If the Merger is
not consummated, we intend to use the net proceeds from the 2028 notes for general
https://www.sec.gov/Archives/edgar/data/40704/000119312518108819/d552353d424b5.htm[4/6/2018 10:18:07 AM]

424B5
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.

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-9 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.

S-7
Table of Contents
Ratio of Earnings to Fixed Charges
Our consolidated ratios of earnings to fixed charges for each of the periods indicated is set
forth below.

Nine-Month
Fiscal Year Ended
Period Ended
February 25,
May 28,
May 29,
May 31,
May 25,
May 26,
2018

2017
2016
2015
2014
2013
6.93

7.26
7.40
5.54
8.04
7.62

For purposes of computing the ratio of earnings to fixed charges, earnings represent
earnings before income taxes and after-tax earnings of joint ventures, distributed income of
equity investees, fixed charges and amortization of capitalized interest, net of interest

capitalized. Fixed charges represent gross interest expense (excluding interest on taxes) and
subsidiary preferred distributions to noncontrolling interest holders, plus one-third (the
proportion deemed representative of the interest factor) of rent expense.

S-8
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-14 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
https://www.sec.gov/Archives/edgar/data/40704/000119312518108819/d552353d424b5.htm[4/6/2018 10:18:07 AM]

Document Outline

#1">
- #1">