TEXT-Fitch affirms General Mills IDRs at 'BBB+/F2'

Fri Jan 18, 2013 5:12pm EST

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Jan 18 - Fitch Ratings has affirmed the credit ratings of General Mills,
Inc. (General Mills), its subsidiary, General Mills Cereals LLC (GMC),
and the Yoplait S.A.S. joint venture as indicated below.

General Mills, Inc.
--Long-term Issuer Default Rating (IDR) at 'BBB+';
--Senior unsecured debt at 'BBB+';
--Senior unsecured credit facilities at 'BBB+';
--Short-term IDR at 'F2';
--Commercial paper (CP) at 'F2'.

General Mills Cereals LLC
--Long-term IDR at 'BBB+';
--Class A limited membership interests at 'BBB+'.

Yoplait S.A.S.
--Long-term IDR at 'BBB+';
--Credit facility at 'BBB+'.

The Rating Outlook is Stable.

KEY RATING DRIVERS:
General Mills' ratings and Stable Outlook incorporate the company's strong
profitability, substantial internally generated liquidity and leading market
positions in key categories. The company has important and defensible brand
equity in major product categories such as cereal, yogurt, ready-to-serve soup
and snacks. General Mills' margins are among the top tier in the sector, which
provides ample financial flexibility. The company's credit strengths are
balanced with its historically high priority for returning cash to shareholders.

The company's leverage remains adequate for the rating level following General
Mills' primarily debt financed $940 million acquisition of Yoki Alimentos S.A.
(Yoki) in August 2012. Consolidated total debt-to-operating EBITDA was 2.5 times
(x) for the latest 12-month (LTM) period ended Nov. 25, 2012, operating
EBITDA-to-gross interest expense was 9.9x, and funds from operations adjusted
leverage was 3.3x. Fitch expects leverage to improve modestly within the rating
category as Yoki's results continue to be consolidated. Fitch also anticipates
that there will be room within the rating category for General Mills to pursue
share repurchase and/or bolt-on acquisition strategies.

General Mills' annual free cash flow (FCF) after capital expenditures and
dividends averaged more than $650 million annually during the past five years.
Year-to-date FCF was very strong at $619 million, and Fitch expects FCF to
remain above average for the fiscal year. The company has historically utilized
its sizeable FCF for share repurchases and bolt-on acquisitions. Given the size
of the Yoki acquisition, General Mills plans below-average share repurchases
this year versus historical levels. However, fiscal 2013 share repurchases are
above fiscal 2012 levels, which were substantially reduced due to the $1.2
billion acquisition of interests in Yoplait S.A.S. and Yoplait Marques S.A.S.

Input cost inflation had a negative impact on margins for most packaged food
companies in fiscal 2012, including General Mills. Input costs have moderated in
fiscal 2013 to approximately 3%, which has led to some margin improvement.
Revenue growth in 2013 is likely to be driven primarily by recent acquisitions.
U.S. Retail sales have been negatively affected by weakness in General Mills'
U.S. yogurt business due to the company's under-representation in the
fast-growing Greek yogurt segment. However, the company is slowly making
improvement with many new products launched in fiscal 2013.

Overall liquidity is plentiful and refinancing risk is minimal due to
significant FCF generation and undrawn credit facilities. The company maintains
$2.7 billion of undrawn, unsecured committed credit facilities consisting of a
$1 billion facility expiring in April 2015 and a $1.7 billion facility expiring
in April 2017. The credit facilities contain a financial covenant that requires
a ratio of earnings to fixed charges of at least 2.5:1. General Mills remains in
compliance with its covenants.

Total debt was $8.6 billion at Nov. 25, 2012, including $1.9 billion of CP and
$242 million of Class A Limited Membership interests. Upcoming maturities
primarily consist of $700 million 5.25% notes due in August 2013, as well as
$300 million 1.55% notes and $400 million floating-rate notes due in May 2014.
Fitch expects that the company is likely to refinance these notes.

General Mills has a 51% controlling interest in Yoplait S.A.S. and consolidates
the entity. However, General Mills does not guarantee this debt. Guarantees are
provided by certain Yoplait S.A.S. subsidiaries that comprise the vast majority
of assets and income of the joint venture. Yoplait S.A.S.'s alignment with
General Mills' core business, strategic importance and significant investment
support alignment of the ratings with General Mills' ratings. This credit
facility is structurally superior relative to the cash flows of Yoplait S.A.S.
but it is a very modest portion of General Mills' capital structure. The
facility has financial covenants including that total net debt-to-EBITDA shall
not exceed 3.00:1.00 and EBITDA-to-net cash interest shall not be less than 7.00
to 1.00. Sodiaal, a French dairy cooperative, holds the remaining interests in
each of the Yoplait international entities and has the option to put a limited
portion of its $877.6 million redeemable interest in Yoplait S.A.S. to General
Mills once per year for nine years. If those payments are necessary, Fitch
expects General Mills to finance them with FCF or modest borrowing.

What Could Trigger A Rating Action

Future developments that may, individually or collectively, lead to a positive
rating action include:

A further ratings upgrade in the near-to-intermediate term is unlikely but could
occur if the company commits to maintain leverage (total debt to operating
EBITDA) in the low 2x range while generating consistency or growth in FCF.

Future developments that may, individually or collectively, lead to a negative
rating action include:

If the company engages in a significant debt financed acquisition or share
repurchase program, or operating earnings and margins come under severe
pressure, resulting in a sustained period of leverage greater than 3.0x and
weakening FCF.

Additional information is available at 'www.fitchratings.com'. The ratings above
were solicited by, or on behalf of, the issuer, and therefore, Fitch has been
compensated for the provision of the ratings.

Criteria and Related Research:
--'Corporate Rating Methodology' (Aug. 8, 2012),
--'Parent and Subsidiary Rating Linkage' (Aug. 8, 2012)

Applicable Criteria and Related Research:
Corporate Rating Methodology
Parent and Subsidiary Rating Linkage
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