Fitch Rates General Mills' $700MM Sr Unsecured Notes 'BBB+'; Outlook Negative

CHICAGO--(Business Wire)--
Fitch Ratings has assigned a 'BBB+' rating to General Mills,
Inc.'s (General Mills) $700 million 5.250% senior unsecured notes due
August 15, 2013. The company's current ratings are as follows:

General Mills, Inc.

--Long-term Issuer Default Rating (IDR) 'BBB+';

--Senior unsecured debt 'BBB+';

--Senior unsecured credit facilities 'BBB+';

--Short-term IDR 'F2'.

General Mills Cereals LLC

--Long-term IDR 'BBB+';

--Class A preferred membership interests 'BBB+'.

Total debt was $7.2 billion at May 25, 2008, including $2.1
billion of commercial paper (CP). The Rating Outlook is Negative.

The company intends to use the net proceeds to repay a portion of
its outstanding CP. The proposed notes contain a Change of Control
clause. Upon the occurrence of both a Change of Control and rating
downgrades below investment grade, unless General Mills has exercised
its right to redeem the notes, the company will be required to make an
offer to purchase the notes at a price equal to 101% of the aggregate
principal amount plus accrued and unpaid interest to the date of
repurchase. The notes will be issued under the company's indenture
dated Feb. 1, 1996. The indenture contains limitations on liens and
sale/leaseback transactions; however, there are no financial covenants
or other restrictive covenants.

General Mills credit measures for the fiscal year-end May 25, 2008
were slightly better than Fitch had expected and in line with the
company's current rating. Total debt to operating EBITDA was 2.5 times
(x) and EBITDA-to-interest was 6.3x, funds from operations adjusted
leverage was 3.4x. If the company maintains leverage in the mid-2x
range in the near term, the Outlook could be revised to Stable.

The ratings consider the company's No. 1 and No. 2 market
positions and strong brand equity in its major product categories such
as cereal, yogurt, vegetables, soup and dough. In addition, the
ratings incorporate General Mills' substantial free cash flow and
advantageous competitive position in some of the packaged food
industry's faster growing categories such as yogurt and healthy
snacks. Furthermore, the company's margins and operating fundamentals
are among the best in the packaged foods industry. General Mills'
operating performance continues to be solid during this prolonged
period of heightened commodity cost pressure.

Fitch's rating definitions and the terms of use of such ratings
are available on the agency's public site, www.fitchratings.com.
Published ratings, criteria and methodologies are available from this
site, at all times. Fitch's code of conduct, confidentiality,
conflicts of interest, affiliate firewall, compliance and other
relevant policies and procedures are also available from the 'Code of
Conduct' section of this site.

Fitch Ratings, Chicago
Wesley E. Moultrie II, CPA, 312-368-3186
Judi M. Rossetti, CPA/CFA, 312-368-2077
or
Media Relations:
Brian Bertsch, 212-908-0549, New York

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