General Mills (GIS)

(15)   Subsequent Event

In February 2006, Cereal Partners Worldwide (CPW), our ready-to-eat cereal joint venture with Nestlé, announced a restructuring of its manufacturing plants in the United Kingdom. The estimated total cost of the restructuring, primarily accelerated depreciation and severance costs, is $59 million pretax expense. Our earnings from joint ventures will be reduced by our after-tax share of this expense beginning in the fourth quarter of fiscal 2006. The majority of this reduction will be in fiscal 2007.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SUBSEQUENT EVENT

On December 13, 2004, General Mills and PepsiCo announced that they had signed a definitive agreement directing their Snack Ventures Europe (SVE) joint venture to redeem General Mills’ 40.5 percent ownership interest for $750 million. The redemption will end the Snack Ventures Europe joint venture. The transaction, which will result in a one-time gain, is expected to be completed in early calendar 2005. We intend to use the after-tax proceeds from this transaction to reduce debt.