DESCRIPTION OF EXCHANGE NOTES
For purposes of this section Description of Exchange Notes, the terms we, us, our,
General Mills and the Company shall refer to General Mills, Inc. and not any of its subsidiaries. The terms of the Exchange Notes will include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939. The following summary does not purport to be complete and is qualified in its entirety by reference to the actual provisions of the Exchange Notes and the Indenture. You should read the Exchange
Notes and the Indenture in their entirety. See Where You May Find More Information About General Mills.
General
The Exchange Notes will be issued under the indenture, dated February 1, 1996, as amended, between us and U.S. Bank National Association,
acting as trustee (the Indenture). The Indenture does not limit the amount of debt securities we may issue.
We will issue the
Exchange Notes in book-entry form only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We may, without the
consent of the holders of Exchange Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms as the Exchange Notes (except for the issue date and, in some cases, the first interest payment date). Any
such additional notes, together with the Exchange Notes issued in the Exchange Offer, will constitute a single series of notes under the Indenture; provided that, if the additional notes are not fungible with the Exchange Notes issued in the
Exchange Offer for United States federal income tax purposes, the additional notes will have different ISIN and CUSIP numbers. No such additional notes may be issued if an event of default has occurred with respect to the Exchange Notes.
The Exchange Notes
The Exchange Notes
will mature on February 1, 2051. We will pay interest on the Exchange Notes at the rate of 3.000% per annum. Such interest will accrue from the most recent date to which interest on the Old Notes has been paid, and will be payable semi-annually
in arrears on February 1 and August 1 of each year. We will make each interest payment to the holders of record on the immediately preceding January 15 and July 15, respectively. Interest payable at the maturity of the
Exchange Notes will be payable to the registered holders of the Exchange Notes to whom the principal is payable. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
If any interest payment date on the Exchange Notes falls on a day that is not a business
day, the interest payment will be postponed to the next day that is a business day, and no interest on that payment will accrue for the period from and after the interest payment date. If the maturity date of the Exchange Notes falls on a day that
is not a business day, the payment of interest and principal will be made on the next succeeding business day, and no interest on such payment will accrue for the period from and after the maturity date. A business day is any Monday,
Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York City are authorized or obligated by law or executive order to close.
Ranking
The Exchange Notes will be our
unsecured and unsubordinated obligations. The Exchange Notes will rank equally 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 Exchange 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. In addition, because the Exchange Notes are only our obligation
and are not guaranteed by our subsidiaries, creditors of each of our subsidiaries, including trade creditors and owners of preferred equity of our subsidiaries, generally will have priority with respect to the assets and earnings of the subsidiary
over the claims of our creditors, including holders of the Exchange Notes. The Exchange Notes, therefore, will be effectively subordinated to the claims of creditors, including trade creditors, of our subsidiaries, and to claims of owners of
preferred equity of our subsidiaries. As of August 29, 2021, we had $13.0 billion of total debt, including $423.6 million of debt of our consolidated subsidiaries. As of August 29, 2021, interests in subsidiaries held by third
parties, shown as redeemable and noncontrolling interests on our consolidated balance sheets, totaled $877.5 million. We do not currently have any material secured obligations. We or our subsidiaries may incur additional obligations in the
future.
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