424B5
The
information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus
supplement and the accompanying prospectus are not an offer to
sell these securities and we are not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is
prohibited.
|
Filed
Pursuant to Rule 424(b)(5)
Registration No. 333-155932
SUBJECT TO COMPLETION, DATED
JANUARY 29, 2009
Preliminary
Prospectus Supplement
(To Prospectus dated December 4, 2008)
$
General Mills, Inc.
% Notes due
The notes will mature
on .
We will pay interest on the notes
on
and
of each year,
beginning ,
2009.
The notes are redeemable in whole or in part at any time at our
option at the redemption price equal to the make-whole amount
described on
page S-13
of this prospectus supplement.
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 $1,000 in excess thereof.
Investing in the notes involves risk. See
Risk Factors beginning on
page S-6
of this prospectus supplement.
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Per Note
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Total
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Public offering price(1)
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%
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$
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Underwriting discount
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%
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$
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Proceeds (before expenses) to General Mills(1)
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%
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$
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(1) |
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Plus accrued interest
from ,
2009, 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 and the Euroclear System, on or
about ,
2009, against payment in immediately available funds.
Joint
Book-Running Managers
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Deutsche Bank Securities
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J.P. Morgan
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Morgan Stanley
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The date of this prospectus supplement
is ,
2009
TABLE OF
CONTENTS
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Page
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Prospectus Supplement
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ii
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iii
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S-1
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S-6
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S-8
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S-10
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S-10
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S-11
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S-12
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S-19
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S-24
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S-26
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Prospectus
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2
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2
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3
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4
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6
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6
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6
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17
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19
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19
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i
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 2 of the accompanying prospectus.
You should rely only on the information 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 have not authorized anyone to provide
you with different or additional information. If anyone provides
you with different or additional information, you should not
rely on it. 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 majority-owned 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.
ii
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 SECs
website at
http://www.sec.gov.
You may also read and copy any document we file at the
SECs 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 in accordance with the
Securities Exchange Act of 1934 and applicable SEC rules):
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our Annual Report on
Form 10-K
for the fiscal year ended May 25, 2008;
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our Quarterly Reports on From
10-Q for the
fiscal quarters ended August 24, 2008 and November 23,
2008;
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our Current Reports on
Form 8-K
filed on August 5, 2008, August 15, 2008 (filing
August 13, 2008 press release), December 11, 2008,
January 8, 2009 and January 29, 2009; and
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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 until
we sell all of the securities offered by this prospectus
supplement.
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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
iii
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 25,
2008, 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 25, 2008, we employed approximately
29,500 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 2 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:
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U.S. Retail;
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International; and
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Bakeries and Foodservice.
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U.S.
Retail
Our U.S. Retail segment accounted for 66.5 percent of
our total fiscal 2008 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 major product categories in this business segment
are 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 soup,
granola bars and cereal.
International
Our International segment accounted for 18.7 percent of our
total fiscal 2008 net sales. In Canada, our major 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, and grain, fruit
and savory snacks. In markets outside North America, our product
categories include super-premium ice cream, grain snacks, shelf
stable and frozen vegetables, 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
S-1
well as products we manufacture for sale to our international
joint ventures. Revenues from export activities are reported in
the region or country where the end customer is located.
Bakeries
and Foodservice
Our Bakeries and Foodservice segment accounted for
14.8 percent of our total fiscal 2008 net sales. In
our Bakeries and Foodservice segment, we sell branded
ready-to-eat cereals, snacks, dinner and side dish products,
refrigerated and soft-serve frozen yogurt, frozen dough
products, branded baking mixes and custom food items. Our
customers include foodservice distributors and operators,
convenience stores, vending machine operators, quick service and
other restaurant operators, and business and school cafeterias
in the United States and Canada. In addition, we market mixes
and unbaked and fully baked frozen dough products throughout the
United States and Canada to retail, supermarket and wholesale
bakeries.
Joint
Ventures
In addition to our consolidated operations, we participate in
several joint ventures.
We have a 50 percent equity interest in Cereal Partners
Worldwide, or CPW, which manufactures and markets ready-to-eat
cereal products in more than 130 countries and republics outside
the United States and Canada. CPW also markets cereal bars in
several European countries and manufactures private label
cereals for customers in the United Kingdom. We have
50 percent equity interests in Häagen-Dazs Japan, Inc.
and Häagen-Dazs Korea Company. These joint ventures
manufacture, distribute and market HÄAGEN-DAZS ice cream
products and frozen novelties.
S-2
Selected
Financial Information
The following table sets forth selected consolidated historical
financial data for each of the fiscal years ended May 2006
through 2008 and for the six-month periods ended
November 23, 2008 and November 25, 2007. Our fiscal
years end on the last Sunday in May. The selected historical
financial data as of May 2007 and 2008 and for each of the
fiscal years ended May 2006, 2007 and 2008 have been derived
from, and should be read together with, our audited consolidated
financial statements and related notes and
Managements 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 25, 2008 that we have filed
with the SEC and incorporated by reference in this prospectus
supplement and the accompanying prospectus. The selected
historical financial data for the six-month periods ended
November 23, 2008 and November 25, 2007 are unaudited
and have been derived from, and should be read together with,
our unaudited consolidated financial statements and related
notes and Managements Discussion and Analysis of
Financial Condition and Results of Operations contained in
the quarterly reports 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 23, 2008
are not necessarily indicative of results of operations that may
be expected for the full fiscal year.
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Fiscal Year Ended
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Six-Month Period Ended
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May 25,
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May 27,
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May 28,
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November 23,
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November 25,
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2008
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2007
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2006
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2008
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2007
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(Dollars in millions)
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Financial Results
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Net sales
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$
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13,652.1
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$
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12,441.5
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$
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11,.711.3
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$
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7,508.2
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$
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6,775.4
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Cost of sales
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8,778.3
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7,955.1
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7,544.8
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5,096.8
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4,288.0
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Selling, general and administrative expenses
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2,625.0
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2,389.3
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2,177.7
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1,448.8
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1,272.9
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Divestitures (gain)
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(128.8
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)
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Restructuring, impairment and other exit costs
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21.0
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39.3
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29.8
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5.2
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17.3
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Operating profit
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2,227.8
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2,057.8
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1,959.0
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1,086.2
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1,197.2
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Interest, net
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421.7
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426.5
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399.6
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187.2
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229.2
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Earnings before income taxes and after-tax earnings from joint
ventures
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1,806.1
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1,631.3
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1,559.4
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899.0
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968.0
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Income taxes
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622.2
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560.1
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538.3
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306.3
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338.6
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After-tax earnings from joint ventures
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110.8
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72.7
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69.2
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64.0
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50.0
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Net earnings
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$
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1,294.7
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$
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1,143.9
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(1)
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$
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1,090.3
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$
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656.7
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$
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679.4
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Net earnings as a percentage of net sales
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9.5
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%
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9.2
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%
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9.3
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%
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8.7
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%
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10.0
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%
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Financial Position At Period End
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Total assets
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$
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19,041.6
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$
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18,183.7
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$
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19,109.7
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$
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19,081.5
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Long-term debt, excluding current portion
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4,348.7
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3,217.7
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5,105.5
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3,599.1
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Stockholders equity
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6,215.8
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5,319.1
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(1)
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5,295.2
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5,679.5
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(1) |
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In fiscal 2007, we adopted Statement of Financial Accounting
Standards No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Benefit Plans,
an amendment of FASB Statements No. 87, 88, 106 and
132(R), resulting in an after-tax reduction to
stockholders equity of $440.4 million, and Statement
of Financial Accounting Standards No. 123R, Share
Based Payment, resulting in a decrease to fiscal
2007 net earnings of $42.9 million. |
S-3
The
Offering
The summary below describes the principal terms of the notes.
Some of the terms and conditions described below are subject to
important limitations and exceptions. See Description of
the Notes on
page S-12
of this prospectus supplement and Description of Debt
Securities on page 6 of the accompanying prospectus
for a more detailed description of the terms and conditions of
the notes.
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Issuer |
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General Mills, Inc. |
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Securities Offered |
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$ aggregate principal amount
of % notes
due . |
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Maturity |
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Interest on the Notes |
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% per year. |
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Interest Payment Dates |
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Interest on the notes will accrue from
,
2009 and will be payable
on
and
of each year, beginning
,
2009. |
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Ranking |
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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. |
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Redemption |
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The notes are redeemable in whole or in part at any time at our
option at the redemption price equal to the make-whole amount
described under the heading Description of the
Notes Redemption. |
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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. |
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Further Issues |
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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 the notes. Any additional
notes having the same terms, together with the notes in this
offering, will constitute a single series of notes under the
indenture. No additional notes may be issued if an event of
default has occurred with respect to the notes. |
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Sinking Fund |
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None. |
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Use of Proceeds |
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We intend to use the net proceeds to repay a portion of our
outstanding commercial paper. |
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Denominations and Form |
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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 |
S-4
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be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and
indirect participants in DTC. Clearstream Banking,
société anonyme and Euroclear Bank, S.A./N.V., as
operator of the Euroclear System, will hold interests on behalf
of their participants through their respective U.S.
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. |
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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-6
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 |
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U.S. Bank National Association. |
|
Governing Law |
|
The State of New York. |
S-5
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 on
page S-8
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 may also impair our business
operations.
Any of the risks discussed below or elsewhere in this
prospectus supplement or in our SEC filings incorporated by
reference in this prospectus supplement and the accompanying
prospectus, and other risks we have not anticipated or
discussed, could have a material impact on our business,
prospects, financial condition or results of operations. In that
case, our ability to pay interest on the notes when due or to
repay the notes at maturity could be adversely affected, and the
trading price of the notes could decline substantially.
We have a
substantial amount of indebtedness, which could limit financing
and other options and adversely affect our ability to make
payments on the notes.
We have a substantial amount of indebtedness. As of
November 23, 2008, we had $7.9 billion of total debt,
including $122.3 million of debt from consolidated
subsidiaries. As of November 23, 2008, interests of
subsidiaries held by third parties, shown as minority interests
on our consolidated balance sheets, totaled $242.3 million.
The agreements under which we have issued indebtedness do not
prevent us from incurring additional unsecured indebtedness in
the future.
Our level of indebtedness could have important consequences to
holders of the notes. For example, it may limit:
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our ability to obtain additional financing for working capital,
capital expenditures or general corporate purposes, particularly
if the ratings assigned to our debt securities by rating
organizations were revised downward; and
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our flexibility to adjust to changing business and market
conditions and make us more vulnerable to a downturn in general
economic conditions as compared to our competitors.
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There are various financial covenants and other restrictions in
our debt instruments. If we fail to comply with any of these
requirements, the related indebtedness (and other unrelated
indebtedness) could become due and payable prior to its stated
maturity, and we may not be able to repay the indebtedness that
becomes due. A default under our debt instruments may also
significantly affect our ability to obtain additional or
alternative financing.
Our ability to make scheduled payments or to refinance our
obligations with respect to indebtedness will depend on our
operating and financial performance, which in turn, is subject
to prevailing economic conditions and to financial, business and
other factors beyond our control.
The notes
are effectively subordinated to any secured obligations we may
have outstanding and to the obligations of our
subsidiaries.
Although the notes are unsubordinated obligations, they are
effectively subordinated to any secured obligations we may have
to the extent of the assets that serve as security for those
obligations. General Mills, Inc. does not currently have any
material secured obligations. In addition, since the notes are
obligations exclusively of General Mills, Inc. and are not
guaranteed by our subsidiaries, the notes are also effectively
subordinated to all liabilities of our subsidiaries to the
extent of their assets, since they are separate and distinct
legal entities with no obligation to pay any amounts due under
our indebtedness, including the notes, or to make any funds
available to us, whether by paying dividends or otherwise, so
that we can do so. Our subsidiaries are not prohibited from
incurring additional debt or other liabilities, including senior
indebtedness, or from issuing equity interests that have
priority over our interests in the subsidiaries. If our
subsidiaries were to incur additional debt or liabilities or to
issue equity interests that have priority over our interests in
the
S-6
subsidiaries, our ability to pay our obligations on the notes
could be adversely affected. As of November 23, 2008, our
consolidated subsidiaries had $122.3 million of debt, and
interests of subsidiaries held by third parties, shown as
minority interests on our consolidated balance sheets, totaled
$242.3 million.
We may
incur additional indebtedness.
The indenture governing the notes does not prohibit us from
incurring substantial additional indebtedness in the future. We
are also permitted to incur additional secured indebtedness that
would be effectively senior to the notes. The indenture
governing the notes also permits unlimited additional borrowings
by our subsidiaries that are effectively senior to the notes and
permits our subsidiaries to issue equity interests that have
priority over our interests in the subsidiaries. In addition,
the indenture does not contain any restrictive covenants
limiting our ability to pay dividends or make any payments on
junior or other indebtedness.
An active
trading market may not develop for the notes.
Prior to the offering, there was no existing trading market for
the notes. We do not intend to apply for listing of the notes on
any securities exchange or for quotation of the notes in any
automated dealer quotation system. Although the underwriters
have informed us that they currently intend to make a market in
the notes after we complete the offering, they have no
obligation to do so and may discontinue making a market at any
time without notice.
If an active trading market does not develop or is not
maintained, the market price and liquidity of the notes may be
adversely affected. In that case, you may not be able to sell
your notes at a particular time or you may not be able to sell
your notes at a favorable price. The liquidity of any market for
the notes will depend on a number of factors, including:
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the number of holders of the notes;
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our ratings published by major credit rating agencies;
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our financial performance;
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the market for similar securities;
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the interest of securities dealers in making a market in the
notes; and
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prevailing interest rates.
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We cannot assure you that an active market for the notes will
develop or, if developed, that it will continue.
Our
credit ratings may not reflect all risks of an investment in the
notes.
Our credit ratings may not reflect the potential impact of all
risks related to the market values of the notes. However, real
or anticipated changes in our credit ratings will generally
affect the market values of the notes.
S-7
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We may have made forward-looking statements in this prospectus
supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the
accompanying prospectus.
The words or phrases will likely result, are
expected to, will continue, is
anticipated, estimate, plan,
project or similar expressions identify
forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical
results and those currently anticipated or projected. We wish to
caution you not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
In connection with the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, we are
identifying important factors that could affect our financial
performance and could cause our actual results in future periods
to differ materially from any current opinions or statements.
Our future results could be affected by a variety of factors,
such as:
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competitive dynamics in the consumer foods industry and the
markets for our products, including new product introductions,
advertising activities, pricing actions and promotional
activities of our competitors;
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economic conditions, including changes in inflation rates,
interest rates, tax rates or the availability of capital;
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product development and innovation;
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consumer acceptance of new products and product improvements;
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consumer reaction to pricing actions and changes in promotion
levels;
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acquisitions or dispositions of businesses or assets;
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changes in capital structure;
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changes in laws and regulations, including labeling and
advertising regulations;
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impairments in the carrying value of goodwill, other intangible
assets or other long-lived assets, or changes in the useful
lives of other intangible assets;
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changes in accounting standards and the impact of significant
accounting estimates;
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product quality and safety issues, including recalls and product
liability;
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changes in consumer demand for our products;
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effectiveness of advertising, marketing and promotional programs;
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changes in consumer behavior, trends and preferences, including
weight loss trends;
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consumer perception of health-related issues, including obesity;
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consolidation in the retail environment;
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changes in purchasing and inventory levels of significant
customers;
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fluctuations in the cost and availability of supply chain
resources, including raw materials, packaging and energy;
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disruptions or inefficiencies in the supply chain;
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volatility in the market value of derivatives used to hedge
price risk for certain commodities;
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S-8
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benefit plan expenses due to changes in plan asset values and
discount rates used to determine plan liabilities;
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failure of our information technology systems;
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resolution of uncertain income tax matters;
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foreign economic conditions, including currency rate
fluctuations; and
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political unrest in foreign markets and economic uncertainty due
to terrorism or war.
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We undertake no obligation to publicly revise any
forward-looking statements to reflect events or circumstances
after the date of those statements or to reflect the occurrence
of anticipated or unanticipated events.
S-9
USE OF
PROCEEDS
The net proceeds of this offering, after deducting underwriting
commissions and other expenses, are estimated to be
approximately $ . We intend to use
the net proceeds to repay a portion of our outstanding
commercial paper. As of November 23, 2008, our commercial
paper and other short-term debt (excluding the current portion
of long-term debt) had a weighted average annual interest rate
of approximately 5.0% and a weighted average remaining maturity
of approximately 33 days.
RATIOS OF
EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges for each of
the periods indicated is set forth below.
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Six-Month
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Period Ended
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Fiscal Year Ended
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Nov. 23,
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Nov. 25,
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May 25,
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May 27,
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May 28,
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May 29,
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May 30,
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2008
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2007
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2008
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2007
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2006
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2005
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2004
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5.24
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4.76
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4.87
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4.37
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4.54
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4.61
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3.74
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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 minority interest holders,
plus one-third (the proportion deemed representative of the
interest factor) of rent expense.
S-10
CAPITALIZATION
The following table sets forth our capitalization at
November 23, 2008 and as adjusted to give effect to the
application of the net proceeds from the sale of the notes as
described under Use of Proceeds. This table should
be read in conjunction with our consolidated financial
statements and related notes incorporated by reference in this
prospectus supplement and the accompanying prospectus.
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As of November 23,
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2008
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Actual
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As Adjusted
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(In millions)
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Cash and cash equivalents
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$
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639.6
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$
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639.6
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Short-term debt:
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Notes payable
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$
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2,698.9
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$
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Current portion of long-term debt
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113.6
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113.6
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Total short-term debt
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2,812.5
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Long-term debt:
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Notes offered hereby
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Other long-term debt
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5,105.5
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5,105.5
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Total long-term debt
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5,105.5
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Total debt
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7,918.0
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Minority interests
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242.3
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242.3
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Stockholders equity:
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Common stock
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37.7
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37.7
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Additional paid-in capital
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1,207.2
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1,207.2
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Retained earnings
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6,873.5
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6,873.5
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Common stock in treasury, at cost
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(2,484.4
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(2,484.4
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Accumulated other comprehensive income (loss)
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(338.8
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(338.8
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Total stockholders equity
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5,295.2
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5,295.2
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Total debt, minority interests and stockholders equity
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$
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13,455.5
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$
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S-11
DESCRIPTION
OF THE NOTES
The following description of the particular terms of the notes
supplements and, to the extent inconsistent with, replaces the
description of the general terms and provisions of our debt
securities under the heading Description of Debt
Securities in the accompanying prospectus. You should read
both the following description and the one in the accompanying
prospectus. The following summary does not purport to be
complete and is qualified in its entirety by reference to the
actual provisions of the notes and the indenture identified
below. The term debt securities, as used in this
prospectus supplement, refers to all debt securities, including
the notes, issued and issuable from time to time under the
indenture. Other terms used in this summary are defined in the
accompanying prospectus, the notes or the indenture; these terms
have the meanings given to them in those documents.
General
We will offer
$
initial principal amount
of % notes
due ,
a separate series of notes under the indenture described in the
accompanying prospectus. The indenture is an agreement, dated
February 1, 1996, between us and U.S. Bank National
Association, which acts as trustee. The indenture does not limit
the amount of debt securities we may issue.
We will issue the notes in book-entry form only, in
denominations of $2,000 and integral multiples of $1,000 in
excess thereof.
The notes and the indenture are governed by, and will be
construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed wholly within
the State of New York.
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 the notes. Any additional
notes having the same terms, together with the notes in this
offering, will constitute a single series of notes under the
indenture. No additional notes may be issued if an event of
default has occurred with respect to the notes.
The
Notes
The notes will mature on
, . We
will pay interest on the notes at the rate
of % per year semi-annually in
arrears on
and
of each year to holders of record on the preceding
and
. The
first interest payment date on the notes is
,
2009. Interest payments for the notes will include accrued
interest from and including
,
2009 or from and including the last date in respect of which
interest has been paid or provided for, as the case may be, to
but excluding the interest payment date or the date of maturity,
as the case may be. Interest payable at the maturity of the
notes will be payable to the registered holders of the 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 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 notes falls on a day
that is not a business day, the payment of interest and
principal may be made on the next succeeding business day, and
no interest on that payment will accrue for the period from and
after the maturity date.
Ranking
The notes will be our unsecured and unsubordinated obligations.
The notes 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. In addition, because the 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 notes. The notes, therefore, will be effectively
subordinated to the claims of creditors,
S-12
including trade creditors, of our subsidiaries, and to claims of
owners of preferred equity of our subsidiaries. As of
November 23, 2008, we had $7.9 billion of total debt,
including $122.3 million of debt from consolidated
subsidiaries. As of November 23, 2008, interests of
subsidiaries held by third parties, shown as minority interests
on our consolidated balance sheets, totaled $242.3 million.
We do not currently have any material secured obligations. We or
our subsidiaries may incur additional obligations in the future.
Redemption
As explained below, we may redeem the notes before they mature.
This means we may repay them early. Notes to be redeemed will
stop bearing interest on the redemption date, even if you do not
collect your money. We will give you between 30 and
60 days notice before the redemption date.
We are not required (i) to register, transfer or exchange
notes during the period from the opening of business
15 days before the day a notice of redemption relating to
the notes selected for redemption is sent to the close of
business on the day that notice is sent, or (ii) to
register, transfer or exchange any note so selected for
redemption, except for the unredeemed portion of any note being
redeemed in part.
We may redeem the notes, in whole or in part, at any time and
from time to time at a redemption price equal to the greater of
(1) 100% of the principal amount of the notes to be
redeemed and (2) as determined by the quotation agent, the
sum of the present values of the remaining scheduled payments of
principal and interest on the notes to be redeemed (excluding
any portion of such payments of interest accrued as of the date
of redemption) discounted to the redemption date on a
semi-annual basis (assuming a
360-day year
of twelve
30-day
months or, in the case of an incomplete month, the number of
days elapsed) at the adjusted treasury rate,
plus
basis points, plus, in each case, accrued interest to the date
of redemption; provided that the principal amount of a note
remaining outstanding after a redemption in part shall be $2,000
or an integral multiple of $1,000 in excess thereof. In
connection with such optional redemption, the following defined
terms apply:
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Adjusted treasury rate means, with respect to any
redemption date, the rate per year equal to the semi-annual
equivalent yield to maturity of the comparable treasury issue,
assuming a price for the comparable treasury issue (expressed as
a percentage of its principal amount) equal to the comparable
treasury price for such redemption date.
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Comparable treasury issue means the
U.S. Treasury security selected by the quotation agent as
having a maturity comparable to the remaining term of the notes
to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity
to the remaining term of the notes.
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Comparable treasury price means, with respect to any
redemption date, the average of the reference treasury dealer
quotations for such redemption date.
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Quotation agent means the reference treasury dealer
appointed by the trustee after consultation with us.
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Reference treasury dealer means any primary
U.S. government securities dealer in the United States
selected by the trustee after consultation with us.
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Reference treasury dealer quotations means, with
respect to each reference treasury dealer and any redemption
date, the average, as determined by the trustee, of the bid and
asked prices for the comparable treasury issue (expressed as a
percentage of its principal amount) quoted in writing to the
trustee by such reference treasury dealer at 5:00 p.m., in
The City of New York, on the third business day preceding such
redemption date.
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Change of
Control Offer to Purchase
If a change of control triggering event occurs, holders of notes
may require us to repurchase all or any part (equal to an
integral multiple of $1,000) of their notes at a purchase price
of 101% of the principal amount, plus accrued and unpaid
interest, if any, on such notes to the date of purchase (unless
a notice of
S-13
redemption has been mailed within 30 days after such change
of control triggering event stating that all of the notes will
be redeemed as described above); provided that the principal
amount of a note remaining outstanding after a repurchase in
part shall be $2,000 or an integral multiple of $1,000 in excess
thereof. We will be required to mail to holders of the notes a
notice describing the transaction or transactions constituting
the change of control triggering event and offering to
repurchase the notes. The notice must be mailed within
30 days after any change of control triggering event, and
the repurchase must occur no earlier than 30 days and no
later than 60 days after the date the notice is mailed.
On the date specified for repurchase of the notes, we will, to
the extent lawful:
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accept for payment all properly tendered notes or portions of
notes;
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deposit with the paying agent the required payment for all
properly tendered notes or portions of notes; and
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deliver to the trustee the repurchased notes, accompanied by an
officers certificate stating, among other things, the
aggregate principal amount of repurchased notes.
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We will comply with the requirements of
Rule 14e-1
under the Securities Exchange Act of 1934 and any other
securities laws and regulations applicable to the repurchase of
the notes. To the extent that these requirements conflict with
the provisions requiring repurchase of the notes, we will comply
with these requirements instead of the repurchase provisions and
will not be considered to have breached our obligations with
respect to repurchasing the notes. Additionally, if an event of
default exists under the indenture (which is unrelated to the
repurchase provisions of the notes), including events of default
arising with respect to other issues of debt securities, we will
not be required to repurchase the notes notwithstanding these
repurchase provisions.
We will not be required to comply with the obligations relating
to repurchasing the notes if a third party instead satisfies
them.
For purposes of the repurchase provisions of the notes, the
following terms will be applicable:
Change of control means the occurrence of any of the
following: (a) the consummation of any transaction
(including, without limitation, any merger or consolidation)
resulting in any person (as that term is used in
Section 13(d)(3) of the Securities and Exchange Act of
1934) (other than us or one of our subsidiaries) becoming the
beneficial owner (as defined in
Rules 13d-3
and 13d-5
under the Securities Exchange Act of 1934), directly or
indirectly, of more than 50% of our voting stock or other voting
stock into which our voting stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than
number of shares; (b) the direct or indirect sale,
transfer, conveyance or other disposition (other than by way of
merger or consolidation), in a transaction or a series of
related transactions, of all or substantially all of our assets
and the assets of our subsidiaries, taken as a whole, to one or
more persons (as that term is defined in the
indenture) (other than us or one of our subsidiaries); or
(c) the first day on which a majority of the members of our
Board of Directors are not continuing directors. Notwithstanding
the foregoing, a transaction will not be considered to be a
change of control if (a) we become a direct or indirect
wholly-owned subsidiary of a holding company and (b)(y)
immediately following that transaction, the direct or indirect
holders of the voting stock of the holding company are
substantially the same as the holders of our voting stock
immediately prior to that transaction or (z) immediately
following that transaction no person is the beneficial owner,
directly or indirectly, of more than 50% of the voting stock of
the holding company.
Change of control triggering event means the
occurrence of both a change of control and a rating event.
Continuing directors means, as of any date of
determination, any member of our Board of Directors who
(a) was a member of the Board of Directors on the date the
notes were issued or (b) was nominated for election,
elected or appointed to the Board of Directors with the approval
of a majority of the continuing directors who were members of
the Board of Directors at the time of such nomination, election
or appointment (either by a specific vote or by approval of our
proxy statement in which such member was named as a nominee for
election as a director, without objection to such nomination).
S-14
Fitch means Fitch Ratings.
Investment grade rating means a rating equal to or
higher than BBB- (or the equivalent) by Fitch, Baa3 (or the
equivalent) by Moodys and BBB- (or the equivalent) by
S&P, and the equivalent investment grade credit rating from
any replacement rating agency or rating agencies selected by us.
Moodys means Moodys Investors Service,
Inc.
Rating agencies means (a) each of Fitch,
Moodys and S&P; and (b) if any of Fitch,
Moodys or S&P ceases to rate the notes or fails to
make a rating of the notes publicly available for reasons
outside of our control, a nationally recognized
statistical rating organization (within the meaning of
Rule 15c3-1(c)(2)(vi)(F)
under the Securities Exchange Act of 1934) selected by us
as a replacement rating agency for a former rating agency.
Rating event means the rating on the notes is
lowered by each of the rating agencies and the notes are rated
below an investment grade rating by each of the rating agencies
on any day within the
60-day
period (which
60-day
period will be extended so long as the rating of the notes is
under publicly announced consideration for a possible downgrade
by any of the rating agencies) after the earlier of (a) the
occurrence of a change of control and (b) public notice of
the occurrence of a change of control or our intention to effect
a change of control; provided that a rating event will not be
deemed to have occurred in respect of a particular change of
control (and thus will not be deemed a rating event for purposes
of the definition of change of control triggering event) if each
rating agency making the reduction in rating does not publicly
announce or confirm or inform the trustee in writing at our
request that the reduction was the result, in whole or in part,
of any event or circumstance comprised of or arising as a result
of, or in respect of, the change of control (whether or not the
applicable change of control has occurred at the time of the
rating event).
S&P means Standard & Poors
Rating Services, a division of The McGraw-Hill Companies, Inc.
Voting stock means, with respect to any specified
person (as that term is used in
Section 13(d)(3) of the Exchange Act) as of any date, the
capital stock of such person that is at the time entitled to
vote generally in the election of the board of directors of such
person.
Sinking
Fund
The notes will not be subject to, or entitled to the benefit of,
any sinking fund.
Defeasance
and Discharge Provisions
In some circumstances, we may elect to discharge our obligations
on the notes through defeasance or covenant defeasance. See the
section entitled Description of Debt
Securities Defeasance in the accompanying
prospectus for more information about what this means and how we
may do this.
Book-Entry
Delivery and Settlement
Global
Notes
We will issue the notes in the form of one or more global notes
in definitive, fully registered, book-entry form. The global
notes will be deposited with or on behalf of DTC and registered
in the name of Cede & Co., as nominee of DTC.
DTC,
Clearstream and Euroclear
Beneficial interests in the global notes will be represented
through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants
in DTC. Investors may hold interests in the global notes through
DTC in the United States or through Clearstream Banking, S.A.
(Clearstream) or Euroclear Bank S.A./N.V., as
operator of the Euroclear System (Euroclear), in
Europe, either directly if they are participants in such systems
or indirectly through organizations that are participants in
such systems. Clearstream and Euroclear will hold interests on
behalf of their participants through customers securities
accounts in Clearstreams and Euroclears names on the
books of their U.S. depositaries,
S-15
which in turn will hold such interests in customers
securities accounts in the U.S. depositaries names on
the books of DTC.
DTC has advised us as follows:
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DTC is a limited-purpose trust company organized under the New
York Banking Law, a banking organization within the
meaning of the New York Banking Law, a member of the Federal
Reserve System, a clearing corporation within the
meaning of the New York Uniform Commercial Code and a
clearing agency registered under Section 17A of
the Securities Exchange Act of 1934.
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DTC holds securities that its participants deposit with DTC and
facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in
participants accounts, thereby eliminating the need for
physical movement of securities certificates.
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Direct participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other
organizations.
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Access to the DTC system is also available to others such as
securities brokers and dealers, banks, trust companies and
clearing corporations that clear through or maintain a custodial
relationship with a direct participant, either directly or
indirectly.
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The rules applicable to DTC and its direct and indirect
participants are on file with the SEC.
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Clearstream has advised us that it is incorporated under the
laws of Luxembourg as a professional depositary. Clearstream
holds securities for its customers and facilitates the clearance
and settlement of securities transactions between its customers
through electronic book-entry changes in accounts of its
customers, thereby eliminating the need for physical movement of
certificates. Clearstream provides to its customers, among other
things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities
lending and borrowing. Clearstream interfaces with domestic
markets in several countries. As a professional depositary,
Clearstream is subject to regulation by the Luxembourg
Commission for the Supervision of the Financial Section.
Clearstream customers are recognized financial institutions
around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and other
organizations and may include the underwriters. Indirect access
to Clearstream is also available to others, such as banks,
brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Clearstream customer
either directly or indirectly.
Euroclear has advised us that it was created in 1968 to hold
securities for participants of Euroclear and to clear and settle
transactions between Euroclear participants through simultaneous
electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of certificates and
any risk from lack of simultaneous transfers of securities and
cash. Euroclear provides various other services, including
securities lending and borrowing and interfaces with domestic
markets in several countries. Euroclear is operated by Euroclear
Bank S.A./N.V. (the Euroclear Operator) under
contract with Euroclear Clearance Systems S.C., a Belgian
cooperative corporation (the Cooperative). All
operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for Euroclear on
behalf of Euroclear participants. Euroclear participants include
banks (including central banks), securities brokers and dealers,
and other professional financial intermediaries and may include
the underwriters. Indirect access to Euroclear is also available
to other firms that clear through or maintain a custodial
relationship with a Euroclear participant, either directly or
indirectly.
The Euroclear Operator has advised us that it is licensed by the
Belgian Banking and Finance Commission to carry out banking
activities on a global basis. As a Belgian bank, it is regulated
and examined by the Belgian Banking and Finance Commission.
We have provided the descriptions of the operations and
procedures of DTC, Clearstream and Euroclear in this prospectus
supplement solely as a matter of convenience. These operations
and procedures are solely within the control of those
organizations and are subject to change by them from time to
time. None of us, the
S-16
underwriters nor the trustee takes any responsibility for these
operations or procedures, and you are urged to contact DTC,
Clearstream and Euroclear or their participants directly to
discuss these matters.
We expect that under procedures established by DTC:
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upon deposit of the global notes with DTC or its custodian, DTC
will credit on its internal system the accounts of direct
participants designated by the underwriters with portions of the
principal amounts of the global notes; and
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ownership of the notes will be shown on, and the transfer of
ownership thereof will be effected only through, records
maintained by DTC or its nominee, with respect to interests of
direct participants, and the records of direct and indirect
participants, with respect to interests of persons other than
participants.
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The laws of some jurisdictions may require that purchasers of
securities take physical delivery of those securities in
definitive form. Accordingly, the ability to transfer interests
in the notes represented by a global note to those persons may
be limited. In addition, because DTC can act only on behalf of
its participants, who in turn act on behalf of persons who hold
interests through participants, the ability of a person having
an interest in notes represented by a global note to pledge or
transfer those interests to persons or entities that do not
participate in DTCs system, or otherwise to take actions
in respect of such interest, may be affected by the lack of a
physical definitive security in respect of such interest.
So long as DTC or its nominee is the registered owner of a
global note, DTC or that nominee will be considered the sole
owner or holder of the notes represented by that global note for
all purposes under the indenture and under the notes. Except as
provided below, owners of beneficial interests in a global note
will not be entitled to have notes represented by that global
note registered in their names, will not receive or be entitled
to receive physical delivery of certificated notes and will not
be considered the owners or holders thereof under the indenture
or under the notes for any purpose, including with respect to
the giving of any direction, instruction or approval to the
trustee. Accordingly, each holder owning a beneficial interest
in a global note must rely on the procedures of DTC and, if that
holder is not a direct or indirect participant, on the
procedures of the participant through which that holder owns its
interest, to exercise any rights of a holder of notes under the
indenture or a global note.
Neither we nor the trustee will have any responsibility or
liability for any aspect of the records relating to or payments
made on account of notes by DTC, Clearstream or Euroclear, or
for maintaining, supervising or reviewing any records of those
organizations relating to the notes.
Payments on the notes represented by the global notes will be
made to DTC or its nominee, as the case may be, as the
registered owner thereof. We expect that DTC or its nominee,
upon receipt of any payment on the notes represented by a global
note, will credit participants accounts with payments in
amounts proportionate to their respective beneficial interests
in the global note as shown in the records of DTC or its
nominee. We also expect that payments by participants to owners
of beneficial interests in the global note held through such
participants will be governed by standing instructions and
customary practice as is now the case with securities held for
the accounts of customers registered in the names of nominees
for such customers. The participants will be responsible for
those payments.
Distributions on the notes held beneficially through Clearstream
will be credited to cash accounts of its customers in accordance
with its rules and procedures, to the extent received by the
U.S. depositary for Clearstream.
Securities clearance accounts and cash accounts with the
Euroclear Operator are governed by the Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures
of the Euroclear System, and applicable Belgian law
(collectively, the Terms and Conditions). The Terms
and Conditions govern transfers of securities and cash within
Euroclear, withdrawals of securities and cash from Euroclear,
and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear
S-17
Operator acts under the Terms and Conditions only on behalf of
Euroclear participants and has no record of or relationship with
persons holding through Euroclear participants.
Distributions on the notes held beneficially through Euroclear
will be credited to the cash accounts of its participants in
accordance with the Terms and Conditions, to the extent received
by the U.S. depositary for Euroclear.
Clearance
and Settlement Procedures
Initial settlement for the notes will be made in immediately
available funds. Secondary market trading between DTC
participants will occur in the ordinary way in accordance with
DTC rules and will be settled in immediately available funds.
Secondary market trading between Clearstream customers
and/or
Euroclear participants will occur in the ordinary way in
accordance with the applicable rules and operating procedures of
Clearstream and Euroclear, as applicable, and will be settled
using the procedures applicable to conventional eurobonds in
immediately available funds.
Cross-market transfers between persons holding directly or
indirectly through DTC, on the one hand, and directly or
indirectly through Clearstream customers or Euroclear
participants, on the other, will be effected through DTC in
accordance with DTC rules on behalf of the relevant European
international clearing system by the U.S. depositary;
however, such cross-market transactions will require delivery of
instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines
(European time). The relevant European international clearing
system will, if the transaction meets its settlement
requirements, deliver instructions to the U.S. depositary
to take action to effect final settlement on its behalf by
delivering or receiving the notes in DTC, and making or
receiving payment in accordance with normal procedures for
same-day
funds settlement applicable to DTC. Clearstream customers and
Euroclear participants may not deliver instructions directly to
their U.S. depositaries.
Because of time-zone differences, credits of the notes received
in Clearstream or Euroclear as a result of a transaction with a
DTC participant will be made during subsequent securities
settlement processing and dated the business day following the
DTC settlement date. Such credits or any transactions in the
notes settled during such processing will be reported to the
relevant Clearstream customers or Euroclear participants on such
business day. Cash received in Clearstream or Euroclear as a
result of sales of the notes by or through a Clearstream
customer or a Euroclear participant to a DTC participant will be
received with value on the DTC settlement date but will be
available in the relevant Clearstream or Euroclear cash account
only as of the business day following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the
foregoing procedures to facilitate transfers of the notes among
participants of DTC, Clearstream and Euroclear, they are under
no obligation to perform or continue to perform such procedures
and such procedures may be changed or discontinued at any time.
Certificated
Notes
We will issue certificated notes to each person that DTC
identifies as the beneficial owner of the notes represented by a
global note upon surrender by DTC of the global note if:
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DTC notifies us that it is no longer willing or able to act as a
depositary for such global note or ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, and
we have not appointed a successor depositary within 90 days
of that notice or becoming aware that DTC is no longer so
registered;
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an event of default has occurred and is continuing, and DTC
requests the issuance of certificated notes; or
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we determine not to have the notes represented by a global note.
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Neither we nor the trustee will be liable for any delay by DTC,
its nominee or any direct or indirect participant in identifying
the beneficial owners of the notes. We and the trustee may
conclusively rely on, and will be protected in relying on,
instructions from DTC or its nominee for all purposes, including
with respect to the registration and delivery, and the
respective principal amounts, of the certificated notes to be
issued.
S-18
MATERIAL
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of material U.S. federal
income tax considerations relating to the ownership and
disposition of the notes, but does not provide a complete
analysis of all potential tax considerations.
The following summary describes, in the case of
U.S. Holders (as defined below), the material
U.S. federal income tax consequences and, in the case of
Non-U.S. Holders
(as defined below), the material U.S. federal income and
estate tax consequences, of the ownership and disposition of the
notes. We have based this summary on the provisions of the
Internal Revenue Code of 1986, as amended (the
Code), the applicable Treasury Regulations
promulgated or proposed thereunder (the Treasury
Regulations), judicial authority and current
administrative rulings and practice, all of which are subject to
change, possibly on a retroactive basis, or to different
interpretation. This summary applies to you only if you are an
initial purchaser of the notes who acquired the notes at their
original issue price within the meaning of Section 1273 of the
Code and if you hold the notes as capital assets. A capital
asset is generally an asset held for investment rather than as
inventory or as property used in a trade or business.
This summary does not discuss all of the aspects of
U.S. federal income and estate taxation which may be
relevant to investors in light of their particular investment or
other circumstances. This summary also does not discuss the
particular tax consequences that might be relevant to you if you
are subject to special rules under the U.S. federal income
tax laws. Special rules apply, for example, if you are:
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a bank, thrift, insurance company, regulated investment company
or other financial institution or financial service company;
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a broker or dealer in securities or foreign currency;
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a U.S. person that has a functional currency other than the
U.S. dollar;
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a partnership or other flow-through entity;
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a subchapter S corporation;
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a person subject to alternative minimum tax;
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a person who owns the notes as part of a straddle, hedging
transaction, constructive sale transaction or other
risk-reduction transaction;
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a tax-exempt entity;
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a person who has ceased to be a United States citizen or to be
taxed as a resident alien; or
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a person who acquires the notes in connection with employment or
other performance of services.
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In addition, the following summary does not address all possible
tax consequences related to acquisition, ownership and
disposition of the notes. In particular, except as specifically
provided, it does not discuss any estate, gift,
generation-skipping, transfer, state, local or foreign tax
consequences, or the consequences arising under any tax treaty.
We have not sought, and do not intend to seek, a ruling from the
Internal Revenue Service, or the IRS, with respect to the
statements made and the conclusions reached in the following
summary, and there can be no assurance that the IRS will agree
with these statements and conclusions.
Investors considering acquiring notes should consult their
tax advisors regarding the application of the United States
federal income tax laws to their particular situations as well
as any consequences arising under the laws of any state, local
or foreign taxing jurisdictions or under any applicable tax
treaty.
S-19
U.S.
Holders
For purposes of this summary, you are a
U.S. Holder if you are a beneficial owner of
notes and for U.S. federal income tax purposes are:
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an individual who is a citizen or resident of the United States;
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a corporation or other entity treated as a corporation for
U.S. federal income tax purposes that is created or
organized in or under the laws of the United States, any of the
fifty states or the District of Columbia;
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an estate the income of which is subject to federal income
taxation regardless of its source; or
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a trust if (a) a court within the United States is able to
exercise primary supervision over the administration of the
trust and one or more United States persons have the authority
to control all substantial decisions of the trust or
(b) the trust has validly elected to be treated as a
U.S. person for U.S. federal income tax purposes.
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If a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes) holds the notes, the
tax treatment of a partner will generally depend upon the status
of the partner and upon the activities of the partnership. If
you are a partner in a partnership, you should consult your tax
advisor.
Payment
of Interest
All of the notes bear interest at a fixed rate. You generally
must include this interest in your gross income as ordinary
interest income:
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when you receive it, if you use the cash method of accounting
for U.S. federal income tax purposes; or
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when it accrues, if you use the accrual method of accounting for
U.S. federal income tax purposes.
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In certain circumstances, we may be obligated to pay you amounts
in excess of stated interest or principal on the notes. At our
option, we may redeem part or all of the notes, as described in
Description of the Notes Redemption, for
a price that may include an additional amount in excess of the
principal amount of such notes. Based on existing Treasury
Regulations, we intend to take the position that this option to
redeem will be presumed not to be exercised and, accordingly,
the premium payable upon a redemption will not affect the yield
to maturity or the maturity date of the notes. If, contrary to
our expectations, we redeem the notes, any premium paid to you
should be taxed as capital gain. You should consult your tax
advisor regarding the appropriate tax treatment of the amounts
you receive upon the redemption, including any premium you
receive.
In addition, upon the occurrence of a change of control
triggering event, holders of the notes will have the right to
require us to repurchase all or any part of the notes, as
described in Description of the Notes Change
of Control Offer to Purchase, at a price that may include
an additional amount in excess of the principal amount of the
notes. We intend to take the position that the likelihood of
such a repurchase is remote and accordingly that the possibility
of a premium payable upon such a repurchase does not affect the
yield to maturity or maturity date of the notes. A holder may
not take a contrary position unless the holder discloses the
contrary position to the IRS in the manner required by
applicable Treasury Regulations. If we pay a premium on a
repurchase upon the occurrence of a change of control triggering
event, the premium should be treated as a capital gain under the
rules described under Sale, Exchange or
Redemption of Notes.
Sale,
Exchange or Redemption of Notes
You generally will recognize gain or loss upon the sale,
exchange, redemption, retirement or other disposition of the
notes equal to the difference between (a) the amount of
cash proceeds and the fair market value of any property you
receive (except to the extent attributable to accrued interest
income not previously
S-20
included in income, which will generally be taxable as ordinary
income, or attributable to accrued interest previously included
in income, which amount may be received without generating
further taxable income), and (b) your tax basis in the
notes. Your tax basis in a note generally will equal your cost
of the note.
Gain or loss on the disposition of notes will generally be
capital gain or loss and will be long-term capital gain or loss
if the notes have been held for more than one year at the time
of disposition. Certain non-corporate U.S. Holders may be
eligible for a reduced rate of tax on long-term capital gains.
The deductibility of capital losses is subject to certain
limitations.
Information
Reporting and Backup Withholding Tax
In general, information reporting requirements will apply to
payments to certain non-corporate U.S. Holders of principal
and interest on a note and the proceeds of the sale of a note.
If you are a U.S. Holder, you may be subject to backup
withholding, at a current rate of 28%, when you receive interest
with respect to the notes, or when you receive proceeds upon the
sale, exchange, redemption, retirement or other disposition of
the notes. In general, you can avoid this backup withholding by
properly executing, under penalties of perjury, an IRS
Form W-9
or suitable substitute form that provides:
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your correct taxpayer identification number; and
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a certification that (a) you are exempt from backup
withholding because you are a corporation or come within another
enumerated exempt category, (b) you have not been notified
by the IRS that you are subject to backup withholding or
(c) you have been notified by the IRS that you are no
longer subject to backup withholding.
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If you do not provide your correct taxpayer identification
number on IRS
Form W-9
or suitable substitute form in a timely manner, you may be
subject to penalties imposed by the IRS.
Backup withholding will not apply, however, with respect to
payments made to certain holders, including corporations and
tax-exempt organizations, provided their exemptions from backup
withholding are properly established. Amounts withheld are not
an additional tax and may be refunded or credited against your
federal income tax liability, provided you furnish required
information to the IRS.
Non-U.S.
Holders
As used herein, the term
Non-U.S. Holder
means a beneficial owner of a note that is not a
U.S. Holder and is not treated as a partnership for
U.S. federal income tax purposes.
Payment
of Interest
Generally, subject to the discussion of backup withholding
below, if you are a
Non-U.S. Holder,
interest income that is not effectively connected with a United
States trade or business will not be subject to
U.S. federal income withholding tax provided that:
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you do not actually or constructively own 10% or more of the
combined voting power of all of our classes of stock entitled to
vote;
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you are not a controlled foreign corporation related to us
actually or constructively through stock ownership;
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you are not a bank that acquired the notes in consideration for
an extension of credit made pursuant to a loan agreement entered
into in the ordinary course of business; and
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either (a) you provide a
Form W-8BEN
(or a suitable substitute form) signed under penalties of
perjury that includes your name and address and certifies as to
your
Non-U.S. Holder
status, or (b) a securities clearing organization, bank or
other financial institution that holds customers
securities in the ordinary
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S-21
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course of its trade or business provides a statement to us or
our agent under penalties of perjury in which it certifies that
a
Form W-8BEN
or W-8IMY
(together with appropriate attachments), or a suitable
substitute form, has been received by it from you or a
qualifying intermediary and furnishes us or our agent with a
copy of that form.
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Interest on the notes which is not exempt from
U.S. withholding tax as described above and is not
effectively connected with a U.S. trade or business
generally will be subject to U.S. withholding tax at a 30%
rate (or, if applicable, a lower treaty rate). We may be
required to report annually to the IRS and to each
Non-U.S. Holder
the amount of interest paid to, and any tax withheld with
respect to, each
Non-U.S. Holder.
If a
Non-U.S. Holder
is engaged in a trade or business in the U.S. and interest
on a note is effectively connected with the conduct of that
trade or business and, if required by an applicable income tax
treaty, is attributable to a U.S. permanent establishment
or fixed base, then such
Non-U.S. Holder
(although exempt from the 30% withholding tax) will generally be
subject to U.S. federal income tax on that interest on a
net income basis in the same manner as if the
Non-U.S. Holder
were a U.S. person as defined under the Code. In addition,
if the
Non-U.S. Holder
is a foreign corporation, it may be subject to a branch profits
tax equal to 30% (or lower applicable treaty rate) of its
earnings and profits for the taxable year, subject to
adjustments, that are effectively connected with its conduct of
a trade or business in the U.S.
To claim the benefit of a tax treaty or to claim exemption from
withholding because the income is effectively connected with a
U.S. trade or business, the
Non-U.S. Holder
must provide a properly executed
Form W-8BEN
or
Form W-8ECI,
respectively. Under the Treasury Regulations, a
Non-U.S. Holder
may under certain circumstances be required to obtain a
U.S. taxpayer identification number and make certain
certifications to us. Special certification and other rules
apply to payments made through qualified intermediaries.
Prospective investors should consult their tax advisors
regarding the effect, if any, of these certification rules.
Sale,
Exchange or Redemption of Notes
A
Non-U.S. Holder
generally will not be subject to the United States federal
income tax or withholding tax on any gain realized on the sale,
exchange, redemption, retirement or other disposition of the
note, unless:
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the gain is effectively connected with your conduct of a
U.S. trade or business; or
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you are an individual and are present in the United States for a
period or periods aggregating 183 days or more during the
taxable year of the disposition (as determined under the Code)
and certain other conditions are met.
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Estate
Taxes
If you are an individual
Non-U.S. Holder
and you hold a note at the time of your death, it will not be
includable in your gross estate for U.S. estate tax
purposes, provided that you do not at the time of death actually
or constructively own 10% or more of the combined voting power
of all of our classes of stock entitled to vote, and provided
that, at the time of death, payments with respect to such note
would not have been effectively connected with your conduct of a
trade or business within the United States.
Information
Reporting and Backup Withholding Tax
If you are a
Non-U.S. Holder,
U.S. backup withholding will not apply to payments of
interest on a note if you provide the statement described in
Non-U.S. Holders
Payment of Interest, provided that the payor does not have
actual knowledge that you are a U.S. person. Information
reporting requirements may apply, however, to payments of
interest on a note with respect to
Non-U.S. Holders.
S-22
Information reporting will not apply to any payment of the
proceeds of the sale of a note effected outside the United
States by a foreign office of a broker (as defined
in applicable Treasury Regulations), unless such broker:
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is a U.S. person;
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is a foreign person 50% or more of the gross income of which for
certain periods is effectively connected with the conduct of a
trade or business in the United States;
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is a controlled foreign corporation for U.S. federal income
tax purposes; or
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is a foreign partnership, if at any time during its tax year,
one or more of its partners are U.S. persons (as defined in
applicable Treasury Regulations) who in the aggregate hold more
than 50% of the income or capital interests in the partnership
or if, at any time during its tax year, such foreign partnership
is engaged in a U.S. trade or business.
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Notwithstanding the foregoing, payment of the proceeds of any
such sale of a note effected outside the United States by a
foreign office of any broker that is described in the preceding
sentence will not be subject to information reporting if the
broker has documentary evidence in its records that you are a
Non-U.S. Holder
and certain other conditions are met, or you otherwise establish
an exemption.
Payment of the proceeds of any sale effected outside the United
States by a foreign office of a broker is not subject to backup
withholding. Payment of the proceeds of any such sale to or
through the U.S. office of a broker is subject to
information reporting and backup withholding requirements,
unless you provide the statement described in
Non-U.S. Holders
Payment of Interest or otherwise establish an exemption.
S-23
UNDERWRITING
Deutsche Bank Securities Inc., J.P. Morgan Securities Inc.
and Morgan Stanley & Co. Incorporated are acting as
joint book-running managers and representatives of the
underwriters named below. Subject to the terms and conditions of
the underwriting agreement with us, dated the date of this
prospectus supplement, each of the underwriters has severally
agreed to purchase, and we have agreed to sell to each
underwriter, the principal amount of notes set forth opposite
the name of each underwriter:
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Principal
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Underwriters
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Amount of Notes
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Deutsche Bank Securities Inc.
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$
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J.P. Morgan Securities Inc.
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Morgan Stanley & Co. Incorporated
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|
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|
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Total
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|
$
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The underwriting agreement provides that the underwriters are
obligated to purchase all of the notes if any are purchased. The
underwriting agreement also provides that if an underwriter
defaults, the purchase commitments of non-defaulting
underwriters may be increased or the offering may be terminated.
The underwriters propose to offer the notes initially at the
offering price set forth on the cover page of this prospectus
supplement.
The underwriters may offer such notes to selected dealers at the
public offering price minus a selling concession of up
to % of the principal amount of the
notes. In addition, the underwriters may allow, and those
selected dealers may reallow, a selling concession to certain
other dealers of up to % of the
principal amount of the notes. After the initial public
offering, the underwriters may change the public offering price
and other selling terms. The offering of the notes by the
underwriters is subject to receipt and acceptance and subject to
the underwriters right to reject any order in whole or in
part.
The following table shows the underwriting discounts and
commissions that we are to pay the underwriters in connection
with this offering.
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Paid by General Mills
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Per note
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%
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Total
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$
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We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of
1933, or to contribute to payments the underwriters may be
required to make in respect of those liabilities.
The total expenses of the offering, excluding underwriting
discounts and commissions, are estimated to amount to
approximately $ .
The notes are a new issue of securities with no established
trading market. We have been advised by the underwriters that
they presently intend to make a market in the notes after
completion of the offering. However, they are under no
obligation to do so and may discontinue any market-making
activities at any time without any notice. We cannot assure the
liquidity of the trading markets for the notes or that an active
public market for the notes will develop. If an active public
trading market for the notes does not develop, the market price
and liquidity of the notes may be adversely affected.
In connection with this offering, the underwriters may, subject
to applicable laws and regulations, purchase and sell the notes
in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the
underwriters of a greater number of notes than they are required
to purchase in this offering. Stabilizing transactions consist
of certain bids or purchases made for the purpose of preventing
or retarding a decline in the market prices of the notes while
the offering is in progress. Finally, the underwriting syndicate
may reclaim selling concessions allowed to an underwriter or a
dealer for distributing the notes in the offering, if
S-24
the syndicate repurchases previously distributed notes in
transactions to cover syndicate short positions, in
stabilization transactions or otherwise.
These activities by the underwriters may stabilize, maintain or
otherwise affect the market price of the notes. As a result, the
price of the notes may be higher than the price that otherwise
might exist in the open market. If these activities are
commenced, they may be discontinued by the underwriters at any
time.
Selling
Restrictions
European
Economic Area
In relation to each member state of the European Economic Area
which has implemented the Prospectus Directive (each, a
relevant member state), each underwriter represents
that it has not made and will not make an offer of the notes to
the public in that relevant member state, except that it may
make an offer of the notes to the public in that relevant member
state at any time under the following exemptions under the
Prospectus Directive (as defined below), if they have been
implemented in that relevant member state: (i) to legal
entities which are authorized or regulated to operate in the
financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities;
(ii) to any legal entity which has two or more of
(1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than
43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or
consolidated accounts; (iii) to fewer than 100 natural or
legal persons (other than qualified investors as defined in the
Prospectus Directive) subject to obtaining the prior consent of
the joint book-running managers for any such offer; or
(iv) in any other circumstances falling within
Article 3(2) of the Prospectus Directive, provided that no
such offer of notes shall result in a requirement for the
publication by us or any underwriter of a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this section, the expression an offer
of the notes to the public in relation to any notes in any
relevant member state means the communication in any form and by
any means of sufficient information on the terms of the offer
and the notes to be offered so as to enable an investor to
decide to purchase or subscribe to purchase the notes, as the
same may be varied in that member state by any measure
implementing the Prospectus Directive in that member state, and
references to the Prospectus Directive means
Directive 2003/71/ EC and includes any relevant implementing
measure in each relevant member state.
United
Kingdom
Each underwriter represents that, in connection with the
distribution of the notes, it has only communicated or caused to
be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in
investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000, or the FSMA, of the
United Kingdom) received by it in connection with the issue or
sale of such notes or any investments representing the notes in
circumstances in which section 21(1) of the FSMA does not
apply to us and that it has complied and will comply with all
the applicable provisions of the FSMA with respect to anything
done by it in relation to any notes in, from or otherwise
involving the United Kingdom.
Hong
Kong
The notes may not be offered or sold by means of any document
other than (i) in circumstances which do not constitute an
offer to the public within the meaning of the Companies
Ordinance (Cap.32, Laws of Hong Kong), (ii) to
professional investors within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong)
and any rules made thereunder or (iii) in other
circumstances which do not result in the document being a
prospectus within the meaning of the Companies
Ordinance (Cap.32, Laws of Hong Kong), and no advertisement,
invitation or document relating to the notes may be issued or
may be in the possession of any person for the purpose of issue
(in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do
so under the laws of Hong Kong) other than with respect to notes
which are or are intended to
S-25
be disposed of only to persons outside Hong Kong or only to
professional investors within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)
and any rules made thereunder.
Japan
The notes have not been and will not be registered under the
Financial Instruments and Exchange Law of Japan (the Securities
and Exchange Law) and each underwriter has agreed that it will
not offer or sell any notes, directly or indirectly, in Japan or
to, or for the benefit of, any resident of Japan (which term as
used herein means any person resident in Japan, including any
corporation or other entity organized under the laws of Japan),
or to others for re-offering or resale, directly or indirectly,
in Japan or to a resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise
in compliance with, the Financial Instruments and Exchange Law
and any other applicable laws, regulations and ministerial
guidelines of Japan.
Singapore
This prospectus supplement and the accompanying prospectus have
not been registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, this prospectus supplement, the
accompanying prospectus and any other document or material in
connection with the offer or sale, or invitation for
subscription or purchase, of the notes may not be circulated or
distributed, nor may the notes be offered or sold, or be made
the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other
than (i) to an institutional investor under
Section 274 of the Securities and Futures Act,
Chapter 289 of Singapore, or the SFA, (ii) to a
relevant person, or any person pursuant to Section 275(1A),
and in accordance with the conditions, specified in
Section 275 of the SFA or (iii) otherwise pursuant to,
and in accordance with the conditions of, any other applicable
provision of the SFA.
Where the notes are subscribed or purchased under
Section 275 by a relevant person which is: (a) a
corporation (which is not an accredited investor) the sole
business of which is to hold investments and the entire share
capital of which is owned by one or more individuals, each of
whom is an accredited investor; or (b) a trust (where the
trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary is an accredited investor,
shares, debentures and units of shares and debentures of that
corporation or the beneficiaries rights and interest in
that trust shall not be transferable for 6 months after
that corporation or that trust has acquired the notes under
Section 275 except: (1) to an institutional investor
under Section 274 of the SFA or to a relevant person, or
any person pursuant to Section 275(1A), and in accordance
with the conditions, specified in Section 275 of the SFA;
(2) where no consideration is given for the transfer; or
(3) by operation of law.
Other
Relationships
Certain of the underwriters and their affiliates have engaged
in, and may in the future engage in, financial advisory,
investment banking, lending and other transactions in the
ordinary course of business with us and our affiliates. They
have received customary fees and commissions for these
transactions. Certain of the underwriters and their affiliates
are lenders, agents or bookrunners under our existing credit
facilities.
VALIDITY
OF THE NOTES
The validity of the notes offered hereby will be passed upon for
us by Janice L. Marturano, our Vice President and Deputy General
Counsel, and for the underwriters by Davis Polk &
Wardwell, New York, New York.
S-26
PROSPECTUS
General
Mills, Inc.
Debt
Securities
General Mills, Inc. from time to time may offer to sell debt
securities. This prospectus provides you with a general
description of the debt securities we may offer. Each time we
sell debt securities, we will provide a prospectus supplement
that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or
change information contained in this prospectus. You should
carefully read this prospectus and the applicable prospectus
supplement, together with the additional information described
under the heading Where You May Find More Information
About General Mills before you invest in the debt
securities.
We may sell the debt securities through underwriters or dealers,
directly to one or more purchasers, or through agents on a
continuous or delayed basis. The prospectus supplement will
include the names of underwriters, dealers or agents, if any,
retained. The prospectus supplement also will include the
purchase price of the debt securities, our proceeds from the
sale, any underwriting discounts or commissions and other items
constituting underwriters compensation.
You should carefully read and consider the risk factors
included in our periodic reports and other information that we
file with the Securities and Exchange Commission before you
invest in our debt securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is December 4, 2008.
TABLE OF
CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of an automatic shelf registration
statement on
Form S-3
that we filed with the Securities and Exchange Commission, or
SEC, as a well-known seasoned issuer as defined in
Rule 405 under the Securities Act of 1933, or the
Securities Act. Under this shelf registration, we may sell the
debt securities described in this prospectus. The registration
statement that contains this prospectus (including the exhibits
to the registration statement) contains additional information
about us and the debt securities we are offering under this
prospectus. You can read that registration statement at the SEC
web site at
http://www.sec.gov
or at the SEC office mentioned under the heading Where You
May Find More Information About General Mills.
You should rely only on the information incorporated by
reference or provided in this prospectus. We have not authorized
anyone else to provide you with different or additional
information. If anyone provides you with different or additional
information, you should not rely on it. This prospectus does not
constitute an offer to sell, nor a solicitation of an offer to
buy, any of the debt securities offered in this prospectus by
any person in any jurisdiction in which it is unlawful for such
person to make such an offering or solicitation. Neither the
delivery of this prospectus nor any sale made under this
prospectus of the debt securities described herein shall under
any circumstances imply, and you should not assume, that the
information provided by this prospectus or any document
incorporated by reference is accurate as of any date other than
the date on the front cover of the applicable document,
regardless of the time of delivery of this prospectus or of any
sale of our debt securities. Our business, financial condition,
results of operations and prospects may have changed since those
dates.
In this prospectus, unless otherwise specified, all references
in this prospectus to General Mills, we,
us and our are to General Mills, Inc.
and its consolidated subsidiaries.
All references in this prospectus to $ and
dollars are to United States dollars.
Trademarks and servicemarks owned or licensed by us are set
forth in capital letters in this prospectus.
WHERE YOU
MAY FIND MORE INFORMATION ABOUT GENERAL MILLS
We file annual, quarterly and periodic reports, proxy statements
and other information with the SEC. Our SEC filings are
available to the public through the Internet at the SEC web site
at
http://www.sec.gov.
You may also read and copy any document we file with the SEC at
the SECs public reference room at 100 F Street
N.E., Room 1580, Washington, D.C., 20549. Please call
the SEC at
1-800-732-0330
for further information on the public reference facilities and
its copy charges.
2
The SEC allows us to incorporate by reference the information we
file with the SEC into this 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.
Information that we file with the SEC after the date of this
prospectus will automatically update and, where applicable,
modify or supersede the information included or incorporated by
reference in this prospectus. We incorporate by reference the
documents listed below (other than any portions of any such
documents that are not deemed filed under the
Securities Exchange Act of 1934, or the Exchange Act, in
accordance with the Exchange Act and applicable SEC rules) and
any future filings made by us with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of the initial filing of the registration statement of
which this prospectus is a part and before the filing of a
post-effective amendment to that registration statement that
indicates that all debt securities offered hereunder have been
sold or that deregisters all debt securities then remaining
unsold:
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our Annual Report on
Form 10-K
for the fiscal year ended May 25, 2008;
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our Quarterly Report on
Form 10-Q
for the fiscal quarter ended August 24, 2008; and
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our Current Reports on
Form 8-K
filed with the SEC on August 5, 2008 and August 15,
2008.
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You may request a copy of these filings (excluding exhibits to
those documents unless they are specifically incorporated by
reference into those documents) at no cost by writing or
telephoning us at the following address and phone number:
General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
Attention: Corporate Secretary
1-763-764-7600
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We may from time to time make forward-looking statements,
including statements contained in this prospectus, the documents
incorporated by reference in this prospectus, our filings with
the SEC and our reports to stockholders.
The words or phrases will likely result, are
expected to, will continue, is
anticipated, estimate, plan,
project or similar expressions identify
forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical
results and those currently anticipated or projected. We wish to
caution you not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
In connection with the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, we are
identifying important factors that could affect our financial
performance and could cause our actual results for future
periods to differ materially from any current opinions or
statements.
Our future results could be affected by a variety of factors,
such as:
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competitive dynamics in the consumer foods industry and the
markets for our products, including new product introductions,
advertising activities, pricing actions and promotional
activities of our competitors;
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economic conditions, including changes in inflation rates,
interest rates or tax rates;
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product development and innovation;
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consumer acceptance of new products and product improvements;
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consumer reaction to pricing actions and changes in promotion
levels;
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acquisitions or dispositions of businesses or assets;
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changes in capital structure;
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changes in laws and regulations, including labeling and
advertising regulations;
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impairments in the carrying value of goodwill, other intangible
assets or other long-lived assets, or changes in the useful
lives of other intangible assets;
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changes in accounting standards and the impact of significant
accounting estimates;
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product quality and safety issues, including recalls and product
liability;
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changes in consumer demand for our products;
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effectiveness of advertising, marketing and promotional programs;
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changes in consumer behavior, trends and preferences, including
weight loss trends;
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consumer perception of health-related issues, including obesity;
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consolidation in the retail environment;
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changes in purchasing and inventory levels of significant
customers;
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fluctuations in the cost and availability of supply chain
resources, including raw materials, packaging and energy;
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disruptions or inefficiencies in the supply chain;
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volatility in the market value of derivatives used to hedge
price risk for certain commodities;
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benefit plan expenses due to changes in plan asset values and
discount rates used to determine plan liabilities;
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failure of our information technology systems;
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resolution of uncertain income tax matters;
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foreign economic conditions, including currency rate
fluctuations; and
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political unrest in foreign markets and economic uncertainty due
to terrorism or war.
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We undertake no obligation to publicly revise any
forward-looking statements to reflect events or circumstances
after the date of those statements or to reflect the occurrence
of anticipated or unanticipated events.
ABOUT
GENERAL MILLS
Company
Overview
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 25,
2008, we manufactured our products in 16 countries and market
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 25, 2008, we employed approximately
29,500 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
4
part of this prospectus. See Where You May Find More
Information About General Mills for details about
information incorporated by reference into this prospectus.
Business
Segments
We have three operating segments organized by type of customer
and geographic region:
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U.S. Retail;
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International; and
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Bakeries and Foodservice.
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U.S.
Retail
Our U.S. Retail segment accounted for 66.5 percent of
our total fiscal 2008 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 major product categories in this business segment
are 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 soup,
granola bars and cereal.
International
Our International segment accounted for 18.7 percent of our
total fiscal 2008 net sales. In Canada, our major 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, and grain, fruit
and savory snacks. In markets outside North America, our product
categories include super-premium ice cream, grain snacks, shelf
stable and frozen vegetables, 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 are reported in the region or country where the end
customer is located.
Bakeries
and Foodservice
Our Bakeries and Foodservice segment accounted for
14.8 percent of our total fiscal 2008 net sales. In
our Bakeries and Foodservice segment, we sell branded
ready-to-eat cereals, snacks, dinner and side dish products,
refrigerated and soft-serve frozen yogurt, frozen dough
products, branded baking mixes and custom food items. Our
customers include foodservice distributors and operators,
convenience stores, vending machine operators, quick service and
other restaurant operators, and business and school cafeterias
in the United States and Canada. In addition, we market mixes
and unbaked and fully baked frozen dough products throughout the
United States and Canada to retail, supermarket and wholesale
bakeries.
Joint
Ventures
In addition to our consolidated operations, we participate in
several joint ventures.
We have a 50 percent equity interest in Cereal Partners
Worldwide, or CPW, which manufactures and markets ready-to-eat
cereal products in more than 130 countries and republics outside
the United States and Canada. CPW also markets cereal bars in
several European countries and manufactures private label
cereals for customers in the United Kingdom. We have
50 percent equity interests in Häagen-Dazs Japan, Inc.
and Häagen-Dazs Korea Company. These joint ventures
manufacture, distribute and market HÄAGEN-DAZS
ice cream products and frozen novelties.
5
USE OF
PROCEEDS
Unless the applicable prospectus supplement states otherwise,
the net proceeds from the sale of the debt securities described
in this prospectus will be added to our general funds and may be
used:
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to meet our working capital requirements;
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to redeem or repurchase outstanding securities;
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to refinance debt;
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to finance acquisitions; or
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for general corporate purposes.
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If we do not use the net proceeds immediately, we will
temporarily invest them in short-term, interest-bearing
obligations.
RATIOS OF
EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges for each of
the periods indicated is set forth below.
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13 Weeks Ended
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Fiscal Years Ended in May
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in August
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2004
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2005
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2006
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2007
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2008
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2007
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2008
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3.74
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4.61
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4.54
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4.37
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4.87
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4.19
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4.84
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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 minority interest holders,
plus one-third (the proportion deemed representative of the
interest factor) of rent expense.
DESCRIPTION
OF DEBT SECURITIES
This section describes the general terms and provisions of the
debt securities that we may offer using this prospectus and the
related indenture. This section is only a summary and does not
purport to be complete. You must look to the relevant form of
debt security and the indenture, as may be supplemented, for a
full understanding of all terms of any series of debt
securities. These forms and the indenture have been or will be
filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part. See
Where You May Find More Information About General
Mills for information on how to obtain copies.
A prospectus supplement will describe the specific terms of any
particular series of debt securities, including any of the terms
in this section that will not apply to that series, and any
special considerations, including tax considerations, applicable
to those debt securities. The prospectus supplement relating to
each series of debt securities that we offer using this
prospectus will be attached to the front of this prospectus. In
some instances, certain of the precise terms of debt securities
you are offered may be described in a further prospectus
supplement, known as a pricing supplement. If
information in a prospectus supplement is inconsistent with the
information in this prospectus, then the information in the
prospectus supplement will apply and, where applicable,
supersede the information in this prospectus.
We may issue an unlimited amount of debt securities using this
prospectus. We may also issue debt securities pursuant to the
indenture in transactions that are exempt from the registration
requirements of securities laws.
6
General
We may issue any of our debt securities either separately or
together with, on conversion of or in exchange for other
securities.
None of the debt securities described in this prospectus will be
secured by any of our property or assets. Accordingly, you will
be one of our unsecured creditors.
We may issue debt securities as original issue discount
securities, which are debt securities that are offered and sold
at a discount, which may be substantial, below their stated
principal amount. The prospectus supplement relating to any
original issue discount securities will describe United States
federal income tax consequences and other special considerations
applicable to them. We may also issue debt securities as indexed
securities or securities denominated in foreign currencies or
currency units, which will be described in more detail in the
prospectus supplement relating to those debt securities.
What is
an Indenture?
As required by United States federal law for all bonds and notes
of companies that are publicly offered, the debt securities will
be governed by a document called an indenture. An
indenture is a contract between us and a trustee. The trustee
has two main roles:
1. The trustee can enforce your rights against us if we
default. Defaults are described under Default
and Related Matters What is an Event of
Default? There are some limitations on the extent to which
the trustee acts on your behalf, described under
Default and Related Matters
Remedies if an Event of Default Occurs.
2. The trustee also performs administrative duties for us,
such as sending you interest payments, transferring your debt
securities to a new buyer if you sell them and sending you
notices.
The debt securities will be issued under an indenture dated
February 1, 1996 between us and U.S. Bank National
Association, as trustee. We may issue as many distinct series of
debt securities under the indenture as we wish. The indenture
does not limit the principal amount of debt securities that we
may issue under it. The indenture is governed by New York law
and will be qualified under the Trust Indenture Act of 1939.
Our
Trustee
U.S. Bank National Association, as trustee under the
indenture, has been appointed by us as paying agent and
registrar with regard to the debt securities. The trustee also
acts as an agent for the issuance of our United States
commercial paper. The trustee and its affiliates currently
provide cash management and other banking and advisory services
to us in the normal course of business and may from time to time
in the future provide other banking and advisory services to us
in the ordinary course of business, in each case in exchange for
a fee.
Specific
Terms of Each Series of Debt Securities
The prospectus supplement (including any separate pricing
supplement) relating to any series of debt securities that we
offer using this prospectus will describe the amount, price and
other specific terms of the offered debt securities, including
the following, if applicable:
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their title;
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any limit on their aggregate principal amount;
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their purchase price;
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the date or dates on which the principal will be payable;
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the rate or rates, which may be fixed or variable, at which they
will bear interest, if any, and the date or dates from which
that interest will accrue;
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the dates on which interest, if any, on them will be payable and
the regular record dates for the interest payment dates;
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any mandatory or optional sinking funds or similar provisions or
provisions for their redemption at our option;
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the date, if any, after which and the price or prices at which
they may be redeemed in accordance with any optional or
mandatory redemption provisions and the other detailed terms and
provisions of those optional or mandatory redemption provisions;
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if other than denominations of $1,000 and any integral multiple
of $1,000, the denominations in which they will be issuable;
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if other than their principal amount, the portion of their
principal amount that will be payable upon the declaration of
acceleration of their maturity;
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the currency of payment of principal, premium, if any, and
interest on them;
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any index used to determine the amount of payment of principal,
premium, if any, and interest on them;
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whether the provisions described under
Defeasance below apply;
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whether and upon what terms that series of debt securities may
be converted into or exchanged for other of our securities or
securities of third parties, and the securities that the series
may be converted into or exchanged for;
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any covenants or events of default that are in addition to,
modify or delete those described in this prospectus;
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whether they will be issued only in the form of one or more
global securities as described under Legal
Ownership; Street Name and Indirect Holders; Global
Securities below, and, if so, the relevant depository or
its nominee and the circumstances under which a global security
may be registered for transfer or exchange in the name of a
person other than the depository or the nominee; and
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any other special features.
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Legal
Ownership; Street Name and Indirect Holders; Global
Securities
Who is the Legal Owner? Our obligations with
respect to the debt securities, as well as the obligations of
the trustee and those of any third parties employed by us or the
trustee, run only to persons or entities who are the registered
holders of the debt securities. We do not have direct
obligations to investors who hold the debt securities
indirectly, either because they choose to do so or because the
relevant series of debt securities has been issued only in the
form of global securities, as described below. For example, once
we make payment to the registered holder, we have no further
responsibility for the payment even if that registered holder is
legally required to pass the payment along to you as an indirect
holder but fails to do so.
What is Street Name Ownership? One
common form of indirect ownership is known as holding in
street name. This is the phrase used to describe
investors who hold securities in accounts at banks or brokers.
We generally will not recognize investors who hold debt
securities in this manner as the legal holders of those
securities. Instead, we will generally recognize as the legal
holder only the bank or broker or the financial institution that
the bank or broker uses to hold the debt securities. The
intermediary banks, brokers and other financial institutions
pass along principal, interest and other payments on the debt
securities, either because they agree to do so in the agreements
with their customers or because they are legally required to do
so.
If you hold debt securities in street name, you should check
with your own institution to find out:
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how it handles securities payments and notices;
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whether it imposes fees or charges;
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how it would handle voting if ever required;
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how it would pursue rights under the debt securities if there
were a default or other events triggering the need for direct
holders to act to protect their interests; and
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whether and how you can instruct it to send you debt securities
registered in your own name so you can be a direct holder as
described below (if that option is available with respect to
that debt security, which it may not be).
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What is a Global Security? If we choose to
issue debt securities in the form of global securities, the
ultimate beneficial owners can only be indirect holders. We do
this by requiring that a global security be registered in the
name of a financial institution that we select and by requiring
that the debt securities included in the global security not be
transferred to the name of any other direct holder unless the
special circumstances described below under
Special Situations when a Global Security will
be Terminated occur. The financial institution that acts
as the sole direct holder of the global security is called the
depositary. Any person who wishes to own a debt security that is
issued as a global security may only do so indirectly through an
account with a broker, bank or other financial institution that
in turn has an account with the depositary.
Special Investor Considerations for Global
Securities. As an indirect holder, an
investors rights relating to a global security will be
governed by the account rules of the investors financial
institution and of the depositary, as well as general laws
relating to securities transfers. We will not recognize the
investor as a direct holder of debt securities and will instead
deal only with the depositary that holds the global security. If
you are an investor in debt securities that are issued only in
the form of global securities, you should be aware that:
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you ordinarily cannot get those debt securities registered in
your own name;
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you ordinarily cannot receive physical certificates for your
interest in those debt securities;
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you must look to your bank or broker for payments on and
protection of your legal rights relating to those debt
securities;
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you may not be able to sell interests in those debt securities
to some insurance companies and other institutions that are
required by law to own their securities in the form of physical
certificates;
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the depositarys policies will govern payments, transfers,
exchanges and other matters relating to your interest in the
global security;
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neither we nor the trustee have any responsibility for any
aspect of the depositarys actions or for its records of
ownership in the global security;
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neither we nor the trustee supervise the depositary in any
way; and
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the depositary will require that interests in a global security
be purchased or sold within its system using immediate funds for
settlement.
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Special Situations when a Global Security will be
Terminated. In a few special situations described
below, a global security will terminate and interests in it will
be exchanged for physical certificates representing the debt
securities. After that exchange, the choice of whether to hold
debt securities directly or in street name will be up to you.
You must consult your own bank or broker to find out how to have
your interests in debt securities transferred to your own name
as the direct holder under these circumstances.
The special situations for termination of a global security are:
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if the depositary notifies us that it is unwilling, unable or no
longer qualified to continue as depositary;
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if we notify the trustee that we wish to terminate the global
security; or
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if an event of default on the debt securities has occurred and
has not been cured (defaults are discussed below under
Default and Related Matters).
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The prospectus supplement may also list additional situations
for terminating a global security that would apply only to the
particular series of debt securities covered by the prospectus
supplement. When a global
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security terminates, the depositary, not us or the trustee, is
responsible for determining the names of the institutions that
will be the initial direct holders.
In the remainder of this description and in the descriptions
of the terms of the debt securities, you means
direct holders and not street name or other indirect holders.
Form,
Exchange and Transfers
The debt securities will be issued only in fully registered
form, without interest coupons, and unless otherwise indicated
in the prospectus supplement, in denominations of $1,000 and any
integral multiples of $1,000.
You may have your debt securities broken into more debt
securities of smaller denominations or combined into fewer debt
securities of larger denominations as long as the total
principal amount of the series is not changed. This is called an
exchange.
You may exchange or transfer debt securities at the office of
the trustee. You will not be required to pay a service charge to
transfer or exchange debt securities, but you may be required to
pay for any tax or other governmental charge associated with the
exchange or transfer. The transfer or exchange will only be made
if the entity performing the role of maintaining the list of
registered direct holders, which is called the security
registrar, is satisfied with your proof of ownership.
The security registrar also serves as the transfer agent to
perform transfers. The trustee will act as the security
registrar and transfer agent. We may change this appointment to
another entity or perform it ourselves. If we have designated
other or additional registrars or transfer agents, they will be
named in the prospectus supplement. We may cancel the
designation of any particular registrar or transfer agent. We
may also approve a change in the office through which any
registrar or transfer agent acts.
If the debt securities of any series are redeemable and we
redeem less than all of them, we may block the transfer or
exchange of debt securities during the period beginning
15 days before the day we mail the notice of redemption and
ending on the day of that mailing in order to freeze the list of
holders to prepare the mailing. We may also refuse to register
transfers or exchanges of debt securities selected for
redemption, except that we will continue to permit transfers and
exchanges of the unredeemed portion of any debt security being
partially redeemed.
If a debt security is issued as a global security, only the
depositary will be entitled to transfer and exchange the debt
security as described in this section since the depositary will
be the sole holder of the debt security. See
Legal Ownership; Street Name and Indirect
Holders; Global Securities above.
Payment
and Paying Agents
Unless we say otherwise in the applicable prospectus supplement,
we will pay interest to you if you are a registered holder
listed in the trustees records at the close of business on
a particular day in advance of each due date for interest, even
if you no longer own the debt security on the interest due date.
That particular day is called the regular record date and will
be stated in the prospectus supplement.
Holders buying and selling debt securities must work out between
them how to compensate for the fact that we will pay all the
interest for an interest period to the registered holder on the
regular record date. The most common manner is to adjust the
sales price of the debt securities to apportion interest fairly
between buyer and seller.
We will pay interest, principal and any other money due on the
debt securities at the corporate trust office of the trustee
(which initially will also act as paying agent) in New York
City. That office is currently located at 100 Wall Street,
Suite 1600, New York, New York 10005. You must make
arrangements to have your payments picked up at or wired from
that office. We may also choose to pay interest by mailing
checks directly to the registered holders at their address
appearing in the security register.
We may also arrange for additional payment offices, and may
cancel or change these offices, including our use of the
trustees corporate trust office. We may also authorize
paying agents other than the trustee to
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make payments on the notes on our behalf, including choosing to
act as our own paying agent. We must notify the trustee of
changes in the paying agents for any particular series of debt
securities.
Regardless of who acts as paying agent, all money paid by us to
a paying agent that remains unclaimed at the end of two years
after the amount becomes due to direct holders will be repaid to
us. After that two-year period, you may look only to us for
payment and not to the trustee or any other paying agent.
If you are a street name or other indirect holder, you should
consult your bank or broker for information on how you will
receive payments.
Notices
We and the trustee will send notices regarding the debt
securities only to direct holders, using their addresses as
listed in the trustees records.
Mergers
and Similar Events
We are generally permitted under the indenture to consolidate or
merge with another company or firm. We are also permitted to
sell or lease some or all of our assets to another firm.
However, we may not take any of these actions unless the
following conditions, among others, are met:
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where we merge out of existence or sell or lease substantially
all our assets, the other firm must be a corporation, limited
liability company, partnership or trust organized under the laws
of a state or the District of Columbia or under United States
federal law and it must expressly agree in a supplemental
indenture to be legally responsible for the debt
securities; and
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the merger, sale of assets or other transaction must not bring
about a default on the debt securities (for purposes of this
test, a default would include an event of default described
below under Default and Related Matters
and any event that would be an event of default if the
requirements for giving us notice of our default or our default
having to exist for a specific period of time were disregarded).
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You should know that there is no precise, established definition
of what would constitute a sale or lease of substantially all of
our assets under applicable law and, accordingly, there may be
uncertainty as to whether a sale or lease of less than all of
our assets would subject us to this provision.
If we merge out of existence or transfer (except through a
lease) substantially all our assets, and the other firm becomes
our successor and is legally responsible for the debt
securities, we will be relieved of our own responsibility for
the debt securities.
It is possible that the merger, sale of assets or other
transaction would cause some of our property to become subject
to a mortgage or other legal mechanism giving lenders
preferential rights in our property over other lenders or over
our general creditors if we fail to repay them. We have promised
the holders of the debt securities to limit these preferential
rights, called liens, as discussed later under
Certain Restrictive Covenants
Limitation on Liens on Major Property and United States and
Canadian Operating Subsidiaries, or grant an equivalent
lien to the holders of the debt securities.
Modification
and Waiver
There are three types of changes we can make to the indenture
and the debt securities.
Changes Requiring Your Approval. First, there
are changes that cannot be made to your debt securities without
your specific approval. These include:
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change of the stated due date for payment of principal or
interest on a debt security;
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reduction in the principal amount of, the rate of interest
payable on or any premium payable upon redemption of a debt
security;
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reduction in the amount of principal payable upon acceleration
of the maturity of a debt security following a default;
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change in the place or currency of payment on a debt security;
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impairment of your right to sue for payment on a debt security
on or after the due date for such payment;
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reduction in the percentage of direct holders of debt securities
whose consent is required to modify or amend the indenture;
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reduction in the percentage of holders of debt securities whose
consent is required under the indenture to waive compliance with
provisions of, or to waive defaults under, the
indenture; and
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modification of any of the provisions described above or other
provisions of the indenture dealing with waiver of defaults or
covenants under the indenture, except to increase the
percentages required for such waivers or to provide that other
provisions of the indenture cannot be changed without the
consent of each direct holder affected by the change.
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Changes Not Requiring Approval. Second,
changes may be made by us and the trustee without any vote by
holders of debt securities. These include:
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evidencing the assumption by a successor of our obligations
under the indenture and the debt securities;
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adding to our covenants for the benefit of the holders of debt
securities, or surrendering any of our rights or powers under
the indenture;
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adding other events of default for the benefit of holders of
debt securities;
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making such changes as may be necessary to permit or facilitate
the issuance of debt securities in bearer or uncertificated form;
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establishing the forms or terms of debt securities of any series;
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evidencing the acceptance of appointment by a successor
trustee; and
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curing any ambiguity, correcting any indenture provision that
may be defective or inconsistent with other indenture provisions
or making any other change that does not adversely affect the
interests of the holders of the debt securities of any series in
any material respect.
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Changes Requiring a Majority Vote. Third, we
need a vote by direct holders of debt securities owning at least
a majority of the principal amount of each series affected by
the change to make any other change to the indenture that is not
of the type described in the preceding two paragraphs. A
majority vote of this kind is also required to obtain a waiver
of any past default, except a payment default on principal or
interest or concerning a provision of the indenture that cannot
be changed without the consent of the direct holder.
Further Details Concerning Voting. When taking
a vote, we will use the following rules to decide how much
principal amount to attribute to a debt security:
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for original issue discount securities, we will use the
principal amount that would be due and payable on the voting
date if the maturity of those debt securities were accelerated
to that date because of a default;
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for debt securities whose principal amount is not known, for
example, because it is based on an index, we will use a special
rule for that debt security determined by our board of directors
or described in the applicable prospectus supplement; and
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for debt securities denominated in one or more foreign
currencies or currency units, we will use the dollar equivalent,
as determined by our board of directors or as described in the
applicable prospectus supplement.
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Debt securities will not be considered outstanding, and
therefore will not be eligible to vote, if owned by us or one of
our affiliates or if we have deposited or set aside money in
trust for their payment or redemption. Debt securities will also
not be eligible to vote if they have been fully defeased as
described below under Defeasance
Full Defeasance.
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We will generally be entitled to set any day as a record date
for the purpose of determining the direct holders of outstanding
debt securities that are entitled to vote or take other action
under the indenture. In some circumstances, generally related to
a default by us on the debt securities, the trustee will be
entitled to set a record date for action by holders.
If you are a street name or other indirect holder, you should
consult your bank or broker for information on how approval may
be granted or denied if we wish to change the indenture or the
debt securities or request a waiver.
Defeasance
The following discussion of full defeasance and covenant
defeasance will apply to your series of debt securities only if
we choose to have them apply to that series. If we do so choose,
we will state that in the applicable prospectus supplement.
Full Defeasance. If there is a change in
United States federal tax law as described below, we could
legally release ourselves from any payment or other obligations
on the debt securities of any or all series, called full
defeasance, if we put in place the following arrangements
for you to be repaid:
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we must irrevocably deposit in trust for your benefit and the
benefit of all other direct holders of those debt securities
money or specified United States government securities or a
combination of these that will generate enough cash to make
interest, principal and any other payments on those debt
securities on their various due dates;
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there must be a change in current federal tax law or an Internal
Revenue Service ruling that lets us make the deposit without
causing you to be taxed on the debt securities any differently
than if we did not make the deposit and simply repaid the debt
securities ourselves (under current United States federal tax
law, the deposit and our legal release from the debt securities
would be treated as though we took back your debt securities and
gave you your share of the cash and notes or bonds deposited in
trust, in which case you could recognize gain or loss on those
debt securities); and
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we must deliver to the trustee a legal opinion confirming the
United States tax law change described above.
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In addition, no default must have occurred and be continuing
with respect to those debt securities at the time the deposit is
made (and, with respect only to bankruptcy and similar events,
during the 90 days following the deposit), and we have
delivered a certificate and a legal opinion to the effect that
the deposit does not:
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cause any outstanding debt securities that may then be listed on
a securities exchange to be delisted;
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cause the trustee to have a conflicting interest
within the meaning of the Trust Indenture Act of 1939;
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result in a breach or violation of, or constitute a default
under, any other agreement or instrument to which we are party
or by which we are bound; and
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result in the trust arising from it constituting an
investment company within the meaning of the
Investment Company Act of 1940 (unless we register the trust, or
find an exemption from registration, under that Act).
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If we ever did accomplish full defeasance, you would have to
rely solely on the trust deposit, and could no longer look to
us, for repayment on the debt securities of the affected series.
Conversely, the trust deposit would likely be protected from
claims of our lenders and other creditors if we ever become
bankrupt or insolvent.
Covenant Defeasance. Under current United
States federal tax law, we can make the same type of deposit
described above and be released from many of the covenants in
any or all series of debt securities. This is called
covenant defeasance. In that event, you would lose
the protection of those covenants but
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would gain the protection of having money and securities set
aside in trust to repay the debt securities. In order to achieve
covenant defeasance, we must do the following:
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make the same deposit of money
and/or
United States government securities described above under
Full Defeasance;
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deliver to the trustee a legal opinion confirming that under
current United States federal income tax law we may make the
above deposit without causing you to be taxed on the debt
securities any differently than if we did not make the deposit
and simply repaid the debt securities ourselves; and
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comply with the other conditions precedent described above under
Full Defeasance.
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If we accomplish covenant defeasance, the following provisions,
among others, would no longer apply:
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the events of default relating to breach of covenants described
below under Default and Related
Matters What is an Event of Default?; and
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any promises regarding conduct of our business, such as those
described under Certain Restrictive
Covenants below and any other covenants applicable to the
series of debt securities and described in the prospectus
supplement.
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If we accomplish covenant defeasance, you can still look to us
for repayment of the debt securities if there is a shortfall in
the trust deposit. Depending on the event causing the default,
however, you may not be able to obtain payment of the shortfall.
Redemption
We May Choose to Redeem Your Debt
Securities. We may be able to pay off your debt
securities before their normal maturity. If we have this right
with respect to your specific debt securities, the right will be
described in the applicable prospectus supplement, which will
also specify when we can exercise this right and how much we
will have to pay in order to redeem your debt securities.
If we choose to redeem your debt securities, we will mail
written notice to you not less than 30 days prior to
redemption and not more than 60 days prior to redemption.
Also, you may be prevented from exchanging or transferring your
debt securities when they are subject to redemption, as
described above under Form, Exchange and
Transfers.
Default
and Related Matters
You will have special rights if an event of default occurs and
is not cured.
What is an Event of Default? For each series
of debt securities the term event of default means
any of the following:
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we do not pay interest on a debt security of that series within
30 days of its due date;
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we do not pay the principal or any premium on a debt security of
that series on its due date;
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we do not deposit money into a separate custodial account, known
as a sinking fund, when such a deposit is due, if we agree to
maintain a sinking fund with respect to that series;
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we remain in breach of any restrictive covenant with respect to
that series or any other term of the indenture for 60 days
after we receive a notice of default stating we are in breach
(the notice must be sent by either the trustee or direct holders
of at least 25% of the principal amount of debt securities of
the affected series);
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we file for bankruptcy or other events of bankruptcy, insolvency
or reorganization occur; or
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any other event of default described in the prospectus
supplement occurs.
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Remedies if an Event of Default Occurs. In the
event of our bankruptcy, insolvency or other similar proceeding,
all of the debt securities will automatically be due and
immediately payable. If a non-bankruptcy event of default has
occurred with respect to any series and has not been cured, the
trustee or the direct
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holders of not less than 25% in principal amount of the debt
securities of the affected series may declare the entire
principal amount of all the debt securities of that series to be
due and immediately payable. This is called a declaration
of acceleration of maturity.
A declaration of acceleration of maturity may be canceled by the
direct holders of at least a majority in principal amount of the
debt securities of the affected series if any other defaults on
those debt securities have been waived or cured and we pay or
deposit with the trustee an amount sufficient to pay the
following with respect to the debt securities of that series:
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all overdue interest;
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principal and premium, if any, which has become due, other than
as a result of the acceleration, plus any interest on that
principal;
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interest on overdue interest, to the extent that payment is
lawful; and
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amounts paid or advanced by the trustee and reasonable trustee
compensation and expenses.
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Except in cases of default, where the trustee has some special
duties, the trustee is not required to take any action under the
indenture at the request of any direct holders unless the
holders offer the trustee reasonable protection from expenses
and liability, called an indemnity. If reasonable
indemnity is provided, the direct holders of a majority in
principal amount of the outstanding debt securities of the
relevant series may direct the time, method and place of
conducting any lawsuit or other formal legal action seeking any
remedy available to the trustee. These majority direct holders
may also direct the trustee in exercising any trust or power
conferred on the trustee under the indenture.
Before you may bypass the trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your
rights or protect your interests relating to any debt securities
of any series, the following must occur:
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you must give the trustee written notice that an event of
default with respect to the debt securities of that series has
occurred and remains uncured;
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the direct holders of at least 25% in principal amount of all
outstanding debt securities of that series must make a written
request that the trustee take action because of the default, and
must offer reasonable indemnity to the trustee against any cost
and liabilities of taking that action;
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the trustee must not have received from direct holders of a
majority in principal amount of the outstanding debt securities
of that series a direction inconsistent with the written
notice; and
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the trustee must have failed to take action for 60 days
after receipt of the above notice and offer of indemnity.
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However, you are entitled at any time to bring a lawsuit for the
payment of money due on your debt security on or after its due
date.
Every year we will certify in a written statement to the trustee
that we are in compliance with the indenture and each series of
debt securities, or else specify any default that we know about.
If you are a street name or other indirect holder, you should
consult your bank or broker for information on how to give
notice or direction to or make a request of the trustee and to
make or cancel a declaration of acceleration of maturity.
Conversion
or Exchange Rights
Unless otherwise described in the prospectus supplement, the
debt securities are not convertible or exchangeable for shares
of our common stock.
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Ranking
of Debt Securities
The debt securities are not subordinated to any of our other
unsecured debt obligations and, therefore, they rank equally
with all our other unsecured and unsubordinated indebtedness.
Certain
Restrictive Covenants
The indenture contains restrictive covenants that will apply to
all debt securities issued under it unless we say otherwise in
the applicable prospectus supplement, the most significant of
which are described below.
Limitation on Liens on Major Property and United States and
Canadian Operating Subsidiaries. Some of our
property may be subject to a mortgage or other legal mechanism
that gives our lenders preferential rights in that property over
other lenders, including you and the other direct holders of the
debt securities, or over our general creditors, if we fail to
pay them back. These preferential rights are called
liens. In the indenture, we promise not to create,
issue, assume, incur or guarantee any indebtedness for borrowed
money that is secured by a mortgage, pledge, lien, security
interest or other encumbrance on:
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any flour mill, manufacturing or packaging plant or research
laboratory located in the United States or Canada and owned by
us or one of our current or future United States or Canadian
operating subsidiaries; or
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any stock or debt issued by one of our current or future United
States or Canadian operating subsidiaries
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unless we also secure all the debt securities that are still
outstanding under the indenture equally with the indebtedness
being secured. This promise does not restrict our ability to
sell or otherwise dispose of our interests in any United States
or Canadian operating subsidiary.
These requirements do not apply to liens:
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existing on February 1, 1996 and any extensions, renewals
or replacements of those liens;
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relating to the construction, improvement or purchase of a flour
mill, plant or laboratory;
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in favor of us or one of our United States or Canadian operating
subsidiaries;
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in favor of governmental units for financing construction,
improvement or purchase of our property;
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existing on any property, stock or debt existing at the time we
acquire it, including liens on property, stock or debt of a
United States or Canadian operating subsidiary at the time it
became our United States or Canadian operating subsidiary;
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relating to the sale of our property;
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for work done on our property;
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relating to workers compensation, unemployment insurance
and similar obligations;
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relating to litigation or legal judgments;
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for taxes, assessments or governmental charges not yet
due; or
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consisting of easements or other restrictions, defects in title
or encumbrances on our real property.
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We may also avoid securing the debt securities equally with the
indebtedness being secured if the amount of the indebtedness
being secured plus the value of any sale and lease back
transactions, as described below, is 15% or less than the amount
of our consolidated total assets minus our consolidated
non-interest bearing current liabilities, as reflected on our
consolidated balance sheet.
If a merger or other transaction would create any liens that are
not permitted as described above, we must grant an equivalent
lien to the direct holders of the debt securities.
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Limitation on Sale and Leaseback
Transactions. In the indenture, we also promise
that we and our United States and Canadian operating
subsidiaries will not enter into any sale and leaseback
transactions on any of our flourmills, manufacturing or
packaging plants or research laboratories located in the United
States or Canada (referred to in the indenture as
principal properties) unless we satisfy some
restrictions. A sale and leaseback transaction involves our sale
to a lender or other investor of a property of ours and our
leasing back that property from that party for more than three
years, or a sale of a property to, and its lease back for three
or more years from, another person who borrows the necessary
funds from a lender or other investor on the security of the
property.
We may enter into a sale and leaseback transaction covering any
of our principal properties only if:
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it falls into the exceptions for liens described above under
Limitation on Liens on Major Property and
United States and Canadian Operating Subsidiaries; or
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within 180 days after the property sale, we set aside for
the retirement of funded debt, meaning notes or bonds that
mature at or may be extended to a date more than 12 months
after issuance, an amount equal to the greater of:
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the net proceeds of the sale of the principal property, or
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the fair market value of the principal property sold, and in
either case, minus
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the principal amount of any debt securities delivered to the
trustee for retirement within 120 days after the property
sale, and
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the principal amount of any funded debt, other than debt
securities, voluntarily retired by us within 120 days after
the property sale; or
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the attributable value, as described below, of all sale and
leaseback transactions plus any indebtedness that we incur that,
but for the exception in the second to last paragraph of
Limitation on Liens on Major Property and
United States and Canadian Operating Subsidiaries above,
would have required us to secure the debt securities equally
with it, is 15% or less than the amount of our consolidated
total assets minus our consolidated non-interest bearing current
liabilities, as reflected on our consolidated balance sheet.
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We determine the attributable value of a sale and leaseback
transaction by choosing the lesser of (1) or (2) below:
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1. sale price of the leased property ×
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remaining portion of the
base term of the lease
the
base term of the lease
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2. the total obligation of the lessee for rental payments
during the remaining portion of the base term of the lease,
discounted to present value at the highest interest rate on any
outstanding series of debt securities. The rental payments in
this calculation do not include amounts for property taxes,
maintenance, repairs, insurance, water rates and other items
that are not payments for the property itself.
PLAN OF
DISTRIBUTION
We may sell the debt securities through underwriters or dealers,
directly to one or more purchasers, or through agents. The
prospectus supplement will include the names of underwriters,
dealers or agents retained. The prospectus supplement also will
include the purchase price of the debt securities, our proceeds
from the sale, any underwriting discounts or commissions and
other items constituting underwriters compensation, and
any securities exchanges on which the debt securities may be
listed.
We may offer the debt securities to the public through
underwriting syndicates managed by managing underwriters or
through underwriters without a syndicate. If underwriters are
used, the underwriters will acquire the debt securities for
their own account. They may resell the debt securities in one or
more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the
time of sale. Unless otherwise indicated in the related
prospectus supplement, the obligations of the
17
underwriters to purchase the debt securities will be subject to
customary conditions precedent and the underwriters will be
obligated to purchase all the debt securities offered if any of
the debt securities are purchased. Any initial public offering
price and any discounts or concessions allowed or re-allowed or
paid to dealers may be changed from time to time.
Unless the prospectus supplement states otherwise, all debt
securities will be new issues of debt securities with no
established trading market. Any underwriters who purchase debt
securities from us for public offering and sale may make a
market in the debt securities, but the underwriters will not be
obligated to do so and may discontinue any market making at any
time without notice. We cannot give any assurance concerning the
liquidity of the trading market for any debt securities.
In order to facilitate the offering of the debt securities, the
underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the debt securities or any
other securities, the prices of which may be used to determine
payments on the debt securities. Specifically, the underwriters
may over-allot in connection with any such offering, creating a
short position in the debt securities for their own accounts. In
addition, to cover over-allotments or to stabilize the price of
the debt securities or of any other securities, the underwriters
may bid for, and purchase, the debt securities or any other
securities in the open market. Finally, in any offering of the
debt securities through a syndicate of underwriters, the
underwriting syndicate may reclaim selling concessions allowed
to an underwriter or a dealer for distributing the debt
securities in the offering if the syndicate repurchases
previously distributed debt securities in transactions to cover
syndicate short positions, in stabilization transactions or
otherwise. Any of these activities may stabilize or maintain the
market price of the debt securities above independent market
levels. The underwriters are not required to engage in these
activities, and may end any of these activities at any time.
Underwriters, dealers and agents that participate in the
distribution of the debt securities may be underwriters as
defined in the Securities Act and any discounts or commissions
received by them from us and any profit on the resale of the
debt securities by them may be treated as underwriting discounts
and commissions under the Securities Act.
We may have agreements with the underwriters, dealers and agents
to indemnify them against certain civil liabilities, including
liabilities under the Securities Act, or to contribute with
respect to payments which the underwriters, dealers or agents
may be required to make.
Underwriters, dealers and agents may engage in transactions
with, or perform services for, us in the ordinary course of
their businesses.
One or more firms, referred to as remarketing firms,
may also offer or sell the debt securities, if the prospectus
supplement so indicates, in connection with a remarketing
arrangement upon their purchase. Remarketing firms will act as
principals for their own accounts or as agents for us. These
remarketing firms will offer or sell the debt securities in
accordance with a redemption or repayment pursuant to the terms
of the debt securities. The prospectus supplement will identify
any remarketing firm and the terms of its agreement, if any,
with us and will describe the remarketing firms
compensation. Remarketing firms may be deemed to be underwriters
in connection with the debt securities they remarket.
Remarketing firms may be entitled under agreements that may be
entered into with us to indemnification by us against certain
civil liabilities, including liabilities under the Securities
Act and may be customers of, engage in transactions with or
perform services for us in the ordinary course of business.
We may authorize underwriters, dealers and agents to solicit
offers by certain specified institutions to purchase debt
securities from us at the public offering price set forth in a
prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. The contracts will be subject only to those conditions
included in the prospectus supplement, and the prospectus
supplement will set forth the commission payable for
solicitation of the contracts.
Unless indicated in the applicable prospectus supplement, we do
not expect to list the debt securities on a securities exchange.
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LEGAL
MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, legal matters will be passed upon for us by Janice
L. Marturano, our Vice President and Deputy General Counsel.
Ms. Marturano is a full-time employee of ours, and owns
shares of our common stock and participates in various employee
stock-based benefit plans. Unless otherwise indicated in the
applicable prospectus supplement, legal matters will be passed
upon for the underwriters by Davis Polk & Wardwell,
New York, New York.
EXPERTS
The consolidated financial statements and related financial
statement schedule of General Mills, Inc. and subsidiaries as of
May 25, 2008 and May 27, 2007 and for each of the
fiscal years in the three-year period ended May 25, 2008
incorporated by reference in this prospectus from General
Mills May 25, 2008 Annual Report on
Form 10-K
filed with the SEC on July 11, 2008, and the effectiveness
of internal control over financial reporting as of May 25,
2008, have been audited by KPMG LLP, independent registered
public accounting firm, as stated in their report, which is
incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
KPMGs report refers to the adoption of Financial
Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an
Interpretation of FASB Statement No. 109 on
May 28, 2007. It also refers to a change during fiscal 2007
in the classification of shipping costs, a change in the annual
goodwill impairment assessment date to December 1, and the
adoption of Statement of Financial Accounting Standards
No. 123 (Revised), Share-Based Payment on
May 29, 2006 and Statement of Financial Accounting
Standards No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Benefit Plans
an amendment of Financial Accounting Standards Board Statements
No. 87, 88, 106 and 132(R) on May 27, 2007.
19
$
General Mills, Inc.
% Notes
due
PROSPECTUS SUPPLEMENT
,
2009
Joint Book-Running Managers
Deutsche Bank
Securities
J.P. Morgan
Morgan Stanley