General Mills, Inc.

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

--Senior unsecured debt 'BBB+';

--Senior unsecured credit facilities 'BBB+';

--Short-term IDR 'F2';

--Commercial paper 'F2'.

General Mills Cereals LLC

--Long-term IDR 'BBB+';

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

The Rating Outlook is Stable. The ratings consider the company's leading market positions and strong brand equity in its major product categories such as cereal, yogurt, soup and snacks. General Mills' U.S. Retail food categories grew at a 4.5% rate in fiscal 2009, faster than the 3% growth rate for all food and beverage categories. While the growth of private label food products remains a significant risk, average private label market share in General Mills' major categories remains below the market share of private label in all food categories due to the strong brand equities of General Mills' brands. Packaged food companies have benefited from the shift toward eating more meals at home as consumers focus on value during the current weak economic conditions.

The ratings also incorporate General Mills' operating earnings stability and substantial internally generated liquidity, which provide the company with financial flexibility. General Mills' annual free cash flow (after capital expenditure and dividends) averaged more than $700 million annually during the past three fiscal years and its cash balance was $750 million at May 31, 2009. During fiscal 2009 the company generated $686 million of free cash flow after making a $200 million voluntary pension contribution. The company's pension is well funded (the projected benefit obligation is $10 million more than the fair value of plan assets) and it does not anticipate making another contribution in fiscal 2010. General Mills also generated approximately $250 million from net divestitures in 2009. Free cash flow plus net divestiture proceeds were utilized for nearly $1 billion of net share repurchases. The company's credit strengths are balanced with its historically high priority for returning cash to shareholders. In fiscal 2010 Fitch anticipates that it will take a more balanced approach, by reducing debt as well as engaging in a more modest level of share repurchases (less than its long term target of reducing average annual diluted shares outstanding by 2%). Free cash flow is expected to remain sizeable in 2010.