GENERAL MILLS, INC. (Exact Name of Registrant as Specified in its Charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2018 GENERAL MILLS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) Number One General Mills Boulevard Minneapolis, Minnesota (Address of Principal Executive Offices) (Zip Code) Registrant s telephone number, including area code: (763) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 1/30

2 Item 7.01 Regulation FD Disclosure. On February 23, 2018, General Mills, Inc., a Delaware corporation ( General Mills ), and Blue Buffalo Pet Products, Inc., a Delaware corporation ( Blue Buffalo ), issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of February 22, 2018, by and among General Mills, Blue Buffalo, and Bravo Merger Corp., a Delaware corporation and wholly owned subsidiary of General Mills. A copy of such joint press release is furnished herewith as Exhibit Also, on February 23, 2018, General Mills disseminated an investor presentation to be used in connection with a conference call to discuss the proposed acquisition. A copy of such investor presentation is furnished herewith as Exhibit The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, (i) is furnished pursuant to Item 7.01 and shall not be deemed filed for any purpose; and (ii) shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing. Forward Looking Statements Certain information contained herein and in the exhibits that are not statements of historical or current fact constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of These statements may be identified by the use of words such as may, will, expect, should, anticipate, intend, believe and plan. The forwardlooking statements contained in this Form 8-K include, without limitation, statements related to: the planned acquisition of Blue Buffalo and the timing and financing thereof; the ability to obtain regulatory approvals and meet other closing conditions for the planned acquisition; the expected impact of the planned acquisition, including among others, on General Mills net sales, expected trends in net sales, earnings performance, profitability and other financial measures; expectations regarding growth potential in various products, geographies and market categories, including the impact from a more diversified portfolio of brands and business mix; expectations regarding growth in the pet food category; the realization of anticipated cost synergies, margin expansion and adjusted earnings per share accretion from the acquisition; the ability to retain key personnel; and the anticipated sufficiency of future cash flows to enable the payment of interest and repayment of short- and long-term debt as well as quarterly dividends. These and other forward-looking statements are based on each party s respective management s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Results may be materially affected by factors such as: risks associated with transactions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable anti-trust legislation and other regulatory and third party consents and approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted following announcement of the transaction; potential volatility in the capital markets and the impact on the ability to complete the proposed debt and equity financing necessary to consummate the acquisition of Blue Buffalo; failure to retain key management and employees of Blue Buffalo; General Mills level of indebtedness as a result of the transactions and its ability to achieve its objective of reducing indebtedness; issues or delays in the successful integration of Blue Buffalo s operations with those of General Mills, including incurring or experiencing unanticipated costs and/or delays or difficulties; difficulties or delays in the successful transition from the information technology systems of Blue Buffalo to those of General Mills as well as risks associated with other integration or transition of the operations, systems and personnel of Blue Buffalo; failure or inability to implement growth strategies in a timely manner; unfavorable reaction to the transaction by customers, competitors, suppliers and employees; future levels of revenues being lower than expected and costs being higher than expected; conditions affecting the industry generally; local and global political and economic conditions; conditions in the securities market that are less favorable than expected; and changes in the level of capital investment, and other risks described in General Mills filings with the Securities and Exchange Commission, including General Mills Annual Report on Form 10-K for the fiscal year ended May 28, 2017 and in Blue Buffalo s filings with the Securities and Exchange Commission, including Blue Buffalo s Annual Report on Form 10-K for the fiscal year ended December 31, Actual results could differ materially from those projected in the forward-looking statements. Neither General Mills, nor Blue Buffalo undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. 2/30

3 Item 9.01 (d) Exhibits. Financial Statements and Exhibits Press release dated February 23, 2018, jointly issued by General Mills, Inc. and Blue Buffalo Pet Products, Inc Investor presentation dated February 23, /30

4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 23, 2018 GENERAL MILLS, INC. GENERAL MILLS ACCELERATES PORTFOLIO RESHAPING WITH ACQUISITION OF BLUE BUFFALO PET PRODUCTS Acquisition Establishes General Mills as the U.S. Leader in Wholesome Natural Pet Food Combined Capabilities Will Drive Growth and Shareholder Value Creation By: /s/ Richard C. Allendorf Name: Richard C. Allendorf Title: Senior Vice President, General Counsel and Secretary Exhibit 99.1 MINNEAPOLIS, Minn. and WILTON, Conn., Feb. 23, 2018 General Mills, Inc. (NYSE: GIS) and Blue Buffalo Pet Products, Inc. (NASDAQ: BUFF) today announced that they have entered into a definitive agreement under which General Mills will acquire Blue Buffalo for $40.00 per share in cash, representing an enterprise value of approximately $8.0 billion. The transaction establishes General Mills as the leader in the U.S. Wholesome Natural pet food category, the fastest growing portion of the overall pet food market, and accelerates its portfolio reshaping strategy. Founded in 2002, Blue Buffalo is the fastest growing major pet food company making natural foods and treats for dogs and cats under the BLUE brand, which includes BLUE Life Protection Formula, BLUE Wilderness, BLUE Basics, BLUE Freedom and BLUE Natural Veterinary Diet. BLUE is the #1 Wholesome Natural pet food brand in the U.S. with $1.275 billion in net sales and $319 million in Adjusted EBITDA for fiscal year 2017, representing an Adjusted EBITDA margin of 25%. Over the past three years, Blue Buffalo has delivered compound annual net sales growth of 12% and Adjusted EBITDA growth of 18%. The addition of BLUE to our family of well-loved brands provides General Mills with the leading position in the large and growing Wholesome Natural pet food category and represents a significant milestone as we reshape our portfolio to drive additional growth and value creation for our shareholders, said General Mills Chairman and Chief Executive Officer, Jeff Harmening. We are competing more effectively in our existing categories by really listening to consumers and providing a variety of options that meet their needs, Harmening continued. In pet food, as in human food, consumers are seeking more natural and premium products and we have tremendous respect for how attentive Blue Buffalo has been to the needs of their consumers, pet parents and pets, as they have built their brand. As we have done with Annie s, Lärabar and EPIC, we expect to help Blue Buffalo by leveraging our extensive supply chain, R&D and sales & marketing resources. We will in turn benefit from their experience building one of the strongest pull brands in the CPG world. I have been impressed by General Mills strong track record of accelerating growth for its natural and organic brands, while giving them the freedom to maintain their own unique culture and identity. General Mills will be a tremendous home for our BLUE brand as our talented team of over 1,700 Buffs joins this new extended family, said Billy Bishop, Blue Buffalo Chief Executive Officer. From the first meeting Jeff and I had, I felt a strong cultural fit between our two companies and believe they will be a great partner in our mission to reach more pet parents and feed more pets. This transaction creates significant, immediate value for our shareholders, as it recognizes the strength of our competitively advantaged business model. Along with our leadership team, we look forward to working with General Mills to continue growing the BLUE brand for many years to come. 4/30

5 Compelling Strategic and Financial Benefits Addition of Attractive Growth Category. The $30 billion U.S. pet food market is generating consistent 3-4% growth and is highly attractive for retailers based on continued market growth, premiumization and subscription-like purchase patterns that drive traffic and repeat purchases. Blue Buffalo is the leader in the fastest-growing Wholesome Natural category with double-digit growth over each of the last three years. The Wholesome Natural market represents approximately 10% of the pet food market in volume and approximately 20% in value.1 Based on the strong consumer tailwinds, the Wholesome Natural market is poised to continue to grow, propelling BLUE s growth. Leading Brand with Loyal Consumer Base in Early Innings of its Growth. BLUE has one of the strongest brand equities in the pet food market and is the #1 brand in the Wholesome Natural category with retail sales of four-times the next largest Wholesome Natural pet food brand. Blue Buffalo has built a loyal consumer base, particularly amongst millennials, and is well positioned to capitalize on the pet humanization and the pet food premiumization trends, which are poised to continue for the foreseeable future. With all its success, BLUE still feeds only 3% of pets in the U.S. and has significant opportunities to convert more pets to BLUE. Proven Success in Existing and Emerging Channels. BLUE is the #1 pet food brand in the pet specialty channel at approximately twice the size of the next largest brand. BLUE is also the #1 pet food brand in the rapidly growing E-Commerce channel, where Blue Buffalo generated over $250 million of net revenues in 2017 growing over 75% versus prior year. BLUE has generated early success in the food, drug and mass (FDM) channel which, in conjunction with General Mills capabilities, represents a significant growth opportunity through strengthening BLUE s distribution. Scaled Platform with Strong Growth and Operational Efficiency Poised to Benefit from the Transaction. General Mills scale and decades of experience will support greater effectiveness and efficiency for Blue Buffalo across key business areas, including: sales, marketing, advertising, supply chain, R&D, innovation, and environmental stewardship. These capabilities are expected to contribute to meaningful revenue synergies over time, in addition to $50 million in anticipated cost savings opportunities. Meaningful Improvement to General Mills Growth and Margin Profile. The transaction will be immediately accretive to General Mills net sales growth and operating margin profile, and is expected to be neutral to cash EPS in fiscal 2019 and accretive in fiscal General Mills is the third-largest natural and organic food producer in the U.S. with leading brands including Annie s, Lärabar, Liberté, Cascadian Farm, Muir Glen, and EPIC. Upon completion of the transaction, General Mills will operate Blue Buffalo as a new Pet operating segment alongside its four current operating segments: North American Retail, Convenience Stores & Foodservice, Europe & Australia, and Asia & Latin America. General Mills expects to maintain Blue Buffalo s Wilton, Connecticut headquarters and its Joplin, Missouri and Richmond, Indiana manufacturing and R&D facilities. Blue Buffalo s CEO, Billy Bishop, will continue to lead the business and report to Jeff Harmening. 1 Source: Nielsen, Profitero and management estimates 2 Excludes one-time transaction costs 2 5/30

6 Transaction Details The all-cash purchase price of $40.00 per share represents a 23% premium to Blue Buffalo s 60-day volume weighted average price (VWAP), and a 2017 Adjusted EBITDA multiple of approximately 22x, including synergies.3 General Mills expects to finance the transaction with a combination of debt, cash on hand and approximately $1.0 billion in equity. Following the transaction, General Mills pro forma net debt-to-ebitda ratio is expected to be approximately 4.2x. General Mills is committed to maintaining an investment grade rating and expects to deleverage to approximately 3.5x by the end of fiscal General Mills expects to maintain its $0.49/share quarterly dividend and suspend its current share repurchase program while it prioritizes achieving its leverage target. The transaction, which has been approved by the Boards of Directors of General Mills and Blue Buffalo, is subject to regulatory approvals and other customary closing conditions, and is expected to close by the end of General Mills fiscal Invus, LP (Invus) and founding Bishop family shareholders, representing more than 50% of Blue Buffalo s outstanding shares, have approved the transaction and no other approval of Blue Buffalo s Board of Directors or shareholders is required to complete the transaction. Advisors Goldman Sachs & Co. LLC acted as financial advisor to General Mills and Cleary Gottlieb Steen & Hamilton LLP acted as legal counsel. J.P. Morgan Securities LLC and Centerview Partners LLC acted as financial advisors to Blue Buffalo and Simpson Thacher & Bartlett LLP acted as legal counsel to Blue Buffalo. Conference Call General Mills and Blue Buffalo will host a joint conference call to discuss the transaction today at 8:00 a.m. ET. Participants in the call will include, General Mills Chairman and Chief Executive Officer, Jeff Harmening, General Mills Chief Financial Officer Don Mulligan, and Blue Buffalo Chief Executive Officer, Billy Bishop. To access the conference call, please dial or Access to a live webcast of the call, along with accompanying slides, will be available at About General Mills General Mills is a leading global food company that serves the world by making food people love. Its brands include Cheerios, Annie s, Yoplait, Nature Valley, Fiber One, Häagen-Dazs, Betty Crocker, Pillsbury, Old El Paso, Wanchai Ferry, Yoki and more. Headquartered in Minneapolis, Minnesota, USA, General Mills generated fiscal 2017 consolidated net sales of US $15.6 billion, as well as another US $1.0 billion from its proportionate share of joint-venture net sales. 3 Includes anticipated $50 million cost synergies 3 6/30

7 About Blue Buffalo Blue Buffalo based in Wilton, CT, is the nation s leading natural pet food company, providing natural foods and treats for dogs and cats under its BLUE Life Protection Formula, BLUE Wilderness, BLUE Basics, BLUE Freedom and BLUE Natural Veterinary Diet lines. Paying tribute to its founding mission, the Company, through the Blue Buffalo Foundation, is a leading sponsor of pet cancer awareness and of critical research studies of pet cancer, including causes, treatments and the role of nutrition, at leading veterinary medical schools and clinics across the United States. For more information about Blue Buffalo, visit the Company s website at ir.bluebuffalo.com. Invus has been Blue Buffalo s principal financial backer since its initial investment in Invus is a private investment firm based in New York. Invus benefits from an evergreen investment structure managing family capital with a long-term strategic perspective. Invus and its affiliates have been investing in companies that seek to transform their industries since Forward Looking Statements Certain information contained in this release that are not statements of historical or current fact constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of These statements may be identified by the use of words such as may, will, expect, should, anticipate, intend, believe and plan. The forward-looking statements contained in this release include, without limitation, statements related to: the planned acquisition of Blue Buffalo and the timing and financing thereof; the ability to obtain regulatory approvals and meet other closing conditions for the planned acquisition; the expected impact of the planned acquisition, including among others, on General Mills net sales, expected trends in net sales, earnings performance, profitability and other financial measures; expectations regarding growth potential in various products, geographies and market categories, including the impact from a more diversified portfolio of brands and business mix; expectations regarding growth in the pet food category; the realization of anticipated cost synergies, margin expansion and adjusted earnings per share accretion from the acquisition; the ability to retain key personnel; and the anticipated sufficiency of future cash flows to enable the payment of interest and repayment of short- and long-term debt as well as quarterly dividends. These and other forward-looking statements are based on each party s respective management s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Results may be materially affected by factors such as: risks associated with transactions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable anti-trust legislation and other regulatory and third party consents and approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted following announcement of the transaction; potential volatility in the capital markets and the impact on the ability to complete the proposed debt and equity financing necessary to consummate the acquisition of Blue Buffalo; failure to retain key management and employees of Blue Buffalo; General Mills level of indebtedness as a result of the transactions and its ability to achieve its objective of reducing indebtedness; issues or delays in the successful integration of Blue Buffalo s operations with those of General Mills, including incurring or experiencing unanticipated costs and/or delays or difficulties; difficulties or delays in the successful transition from the information technology systems of Blue Buffalo to those of General Mills as well as risks associated with other integration or transition of the operations, systems and personnel of Blue Buffalo; failure or inability to implement growth strategies in a timely manner; unfavorable reaction to the transaction by customers, competitors, suppliers and employees; future levels of revenues being lower than expected and costs being higher than expected; conditions affecting the industry generally; 4 7/30

8 local and global political and economic conditions; conditions in the securities market that are less favorable than expected; and changes in the level of capital investment, and other risks described in General Mills filings with the Securities and Exchange Commission, including General Mills Annual Report on Form 10-K for the fiscal year ended May 28, 2017 and in Blue Buffalo s filings with the Securities and Exchange Commission, including Blue Buffalo s Annual Report on Form 10-K for the fiscal year ended December 31, Actual results could differ materially from those projected in the forward-looking statements. Neither General Mills, nor Blue Buffalo undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Additional Information and Where to Find It Blue Buffalo will prepare an information statement on Schedule 14C for its stockholders with respect to the approval of the transaction described herein. When completed, the information statement will be mailed to Blue Buffalo s stockholders. You may obtain copies of all documents filed by Blue Buffalo with the SEC regarding this transaction, free of charge, at the SEC s website, or from Blue Buffalo s website at ir.bluebuffalo.com. Non-GAAP Measures This press release includes measures that are not defined by GAAP. For each of these non-gaap financial measures, we have included below a reconciliation of the differences between the non-gaap measure and the most directly comparable GAAP measure. These non-gaap measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure. Blue Buffalo Pet Products, Inc. Reconciliation of Net Income to Adjusted EBITDA (dollars in millions) December 31, 2017 December 31, 2016 Twelve Months Ended December 31, 2015 December 31, 2014 Net sales $ 1,274.6 $ 1,149.8 $ 1,027.4 $ Net income $ $ $ 89.4 $ Interest expense Interest income (1.4) (0.5) (0.3) (0.2) Provision for income taxes Depreciation and amortization EBITDA Litigation expenses (a) Public offering costs (b) Initial public offering costs (c) Provision for legal settlements (d) Stock-based compensation (e) Adjusted EBITDA $ $ $ $ Adjusted EBITDA margin 25% 24% 22% 21% Adjusted EBITDA 3-year CGR 18% 5 8/30

9 * Amounts may not be additive due to rounding. (a) Represents costs primarily related to the litigation with Nestlé Purina PetCare Company. (b) Represents costs incurred for public offerings. (c) Represents costs incurred for initial public offering. (d) Represents a provision related to settlement agreements with respect to U.S. consumer class action lawsuits and the Nestlé Purina PetCare Company lawsuit entered into in December 2015 and November 2016, respectively. (e) Represents non-cash, stock-based compensation expense. (f) Represents the loss on extinguishment of debt associated with the repricing of senior secure credit facilities in December This press release also includes an outlook concerning future growth on a cash EPS basis. Cash EPS is a non-gaap measure defined as proforma adjusted EPS which excludes the impacts of purchase accounting, transaction and integration costs, and other items affecting comparability. Contacts General Mills: (analysts) Jeff Siemon: ; (media) Bridget Christenson: /30

10 Welcoming Blue Buffalo Pet Products to the General Mills Family Reshaping our portfolio of brands for growth and shareholder value creation Creating a Compelling New Platform for Growth and Value Creation #1 NATURAL PET FOOD BRAND IN THE U.S(1) Fastest-growing major pet food company, making natural foods and treats for dogs and cats #1 brand searched online(2) #1 pet food brand in the Pet Specialty Channel(3) Blue Buffalo creates compelling additional growth platform Establishes General Mills in attractive and growing pet category Wholesome Natural category is the fastest growing in the $30 billion U.S. pet food market(8) Capitalizing on consumer trends Millennials driving premiumization; demand for greater health and wellness benefits for pets; E-commerce and technology reshaping sales channels Enhancing growth and margin profile Expected to be immediately accretive to General Mills net sales growth and operating margin profile, as well as neutral to cash EPS in fiscal 2019 and accretive to cash EPS in fiscal 2020(9) Snacks Cereal Convenient Meals Yogurt Pet(7) Ice Cream Other 20% 23% $16.8B(6) BEST-IN CLASS FINANCIAL PERFORMANCE Fiscal 2017 Net Sales: $1.275B Adj. EBITDA(4): $319M Adj. EBITDA Margin(4): 25% 3-Year CAGR Net Sales: 12% Adj. EBITDA(4): 18% 4% Pro Forma FY17 Net Sales 16% 7% 14% 16% BROADEST NATURAL PET FOOD PRODUCT PORTFOLIO Life Protection Formula STRONG PET PARENT LOYALTY AND BRAND AWARENESS(5) 96% Brand awareness 10/30

11 (1) Source: Euromonitor (2) Google search data includes broadest volume terms for each brand; dog food results shown (3) Source: Nielsen (4) Non-GAAP measure. See joint press release of General Mills, Inc. and Blue Buffalo dated February 23, 2018 for a reconciliation of these measures to comparable GAAP measures (5) Source: McKinsey Pet Food Survey November 2017 (6) Includes $15.6B consolidated net sales plus $1.2B of pro forma net sales for Blue Buffalo, fiscalized as of 5/31/17 (7) Includes ~$1.2B of pro-forma net sales from Blue Buffalo, fiscalized as of 5/31/17 (8) Source: Euromonitor (9) Cash EPS is a non-gaap measure defined as pro-forma adjusted EPS which excludes the impacts of purchase accounting, transaction and integration costs, and other items affecting comparability Safe Harbor Statement Certain information contained in this fact sheet that are not statements of historical or current fact constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of These statements may be identified by the use of words such as may, will, expect, should, anticipate, intend, believe and plan. The forward-looking statements contained in this fact sheet include, without limitation, statements related to: the planned acquisition of Blue Buffalo and the timing and financing thereof; the ability to obtain regulatory approvals and meet other closing conditions for the planned acquisition; the expected impact of the planned acquisition, including among others, on General Mills net sales, expected trends in net sales, earnings performance, profitability and other financial measures; expectations regarding growth potential in various products, geographies and market categories, including the impact from a more diversified portfolio of brands and business mix; expectations regarding growth in the pet food category; the realization of anticipated cost synergies, margin expansion and adjusted earnings per share accretion from the acquisition; the ability to retain key personnel; and the anticipated sufficiency of future cash flows to enable the payment of interest and repayment of short- and long-term debt as well as quarterly dividends. These and other forward-looking statements are based on each party s respective management s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Results may be materially affected by factors such as: risks associated with transactions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable anti-trust legislation and other regulatory and third party consents and approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted following announcement of the transaction; potential volatility in the capital markets and the impact on the ability to complete the proposed debt and equity financing necessary to consummate the acquisition of Blue Buffalo; failure to retain key management and employees of Blue Buffalo; General Mills level of indebtedness as a result of the transactions and its ability to achieve its objective of reducing indebtedness; issues or delays in the successful integration of Blue Buffalo s operations with those of General Mills, including incurring or experiencing unanticipated costs and/or delays or difficulties; difficulties or delays in the successful transition from the information technology systems of Blue Buffalo to those of General Mills as well as risks associated with other integration or transition of the operations, systems and personnel of Blue Buffalo; failure or inability to implement growth strategies in a timely manner; unfavorable reaction to the transaction by customers, competitors, suppliers and employees; future levels of revenues being lower than expected and costs being higher than expected; conditions affecting the industry generally; local and global political and economic conditions; conditions in the securities market that are less favorable than expected; and changes in the level of capital investment, and other risks described in General Mills filings with the Securities and Exchange Commission, including General Mills Annual Report on Form 10-K for the fiscal year ended May 28, 2017 and in Blue Buffalo s filings with the Securities and Exchange Commission, including Blue Buffalo s Annual Report on Form 10-K for the fiscal year ended December 31, Actual results could differ materially from those projected in the forward-looking statements. Neither General Mills, nor Blue Buffalo undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. 11/30

12 Acquisition of blue buffalo February 23, 2018 Exhibit /30

13 Certain the a result merger of information new agreement; information, contained the outcome future in this events of presentation any or legal otherwise, proceedings that are except not that statements as may be instituted of required historical by following law. or current Forward announcement fact Looking constitute Statements of "forward-looking the transaction; potential statements" volatility within in the meaning capital markets of Section and 21E the impact of the Securities on the ability Exchange to complete Act of the proposed These debt statements and equity may financing be identified necessary by the to use consummate of words such the as acquisition "may," "will," of Blue "expect," Buffalo; "should," failure to "anticipate," retain key management "intend," "believe" and employees and "plan." of The Blue forward-looking Buffalo; General statements Mills level contained of indebtedness this presentation as a result of include, the transactions without limitation, and its ability statements to achieve related its objective to: the planned of reducing acquisition indebtedness; of Blue Buffalo issues or and delays the timing in the and successful financing integration thereof; of the Blue ability Buffalo's to obtain operations regulatory with approvals those of and General meet Mills, other closing including conditions incurring for the experiencing planned acquisition; unanticipated the costs expected and/or impact delays of or the difficulties; planned acquisition, difficulties including or delays among in the others, successful on the transition Company's from net the sales, information expected technology trends in systems net sales, of earnings Blue Buffalo performance, to those profitability General Mills and other as well financial as risks measures; associated expectations with other integration regarding growth or transition potential of the in various operations, products, systems geographies and personnel and market of Blue categories, Buffalo; failure including or inability the impact to implement from a more growth diversified strategies portfolio in a timely of brands manner; and unfavorable business mix; reaction expectations to the transaction regarding growth by customers, in the pet competitors, food category; suppliers the realization and employees; of anticipated future levels cost synergies, of revenues margin being expansion lower than and expected adjusted and earnings costs being per share higher accretion than expected; from the conditions acquisition; affecting the ability the industry to retain generally; key personnel; local and the global anticipated political sufficiency and economic of future conditions; cash flows conditions to enable in the the securities payment market of interest that and are repayment less favorable of short- than expected; and long-term and changes debt as well in the as level quarterly of capital dividends. investment, These and other risks forward-looking described statements General Mills are based filings on with each the party s Securities respective and Exchange management's Commission, current views including and General assumptions Mills and Annual involve Report risks on and Form uncertainties 10-K for that the fiscal could year significantly ended May affect 28, expected 2017 and results. in Blue Buffalo s Results may filings be materially with the Securities affected by and factors Exchange such Commission, as: risks associated including with Blue transactions Buffalo s generally, Annual Report such as on the Form inability 10-K to for obtain, the fiscal or delays year ended in obtaining, December required 31, approvals Actual under results applicable could differ anti-trust materially legislation from those and other projected regulatory in the and forward-looking third party consents statements. and approvals; The Company the occurrence undertakes of no any obligation event, change to update or other or revise circumstances publicly any that forward-looking could give rise statements, to the termination whether ofas 13/30

14 Today s Presenters Jeff Harmening General Mills Chief Executive Officer Don Mulligan General Mills EVP, Chief Financial Officer Billy Bishop Blue Buffalo Chief Executive Officer 14/30

15 General Mills to Acquire Blue Buffalo All-cash Acquisition at $40.00 per Share (23% premium)(1) Enterprise Value of $8.0 Billion Blue Buffalo is the Leader in the Fast-growing Wholesome Natural Pet Food Category Scale & Profitability: $1,275 Million in Net Sales 25% Adjusted EBITDA Margin(2) Strong Track Record: Three-year Net Sales CAGR of 12% and Adjusted EBITDA CAGR of 18%(3) Blue Buffalo Will Become a New Pet Operating Segment for General Mills Billy Bishop Will Lead the Pet Segment for General Mills General Mills Expects to Maintain Blue Buffalo HQ, Manufacturing and R&D Facilities Transaction Has Been Approved by Both Boards of Directors Invus and Bishop Family Shareholders, Representing More than 50% of Blue Buffalo s Outstanding Shares, Have Approved the Transaction (1) Based on 60 day VWAP as of 2/22/2018 (2) Non-GAAP measure. See appendix for reconciliation. Reflects 2017 full year results (3) Non-GAAP measure. See appendix for reconciliation. Represents CAGR for the period from /30

16 Compelling Strategic Logic & Financial Returns Transaction Will Drive Growth and Shareholder Value Creation Neutral to Cash EPS in Fiscal 2019, and Accretive to Cash EPS in Fiscal 2020(1) Immediately Accretive to Net Sales Growth and Operating Profit Margin Opportunity for Significant Revenue Synergies and $50 Million in Cost Synergies Reshapes Our Portfolio and Supports Our Consumer First Strategy Leverages Our Extensive Capabilities in Sales, Supply Chain, and R&D Establishes General Mills as the Leader in Wholesome Natural Pet Food Category Compelling Strategic Logic Attractive Financial Returns (1) Non-GAAP measure. See appendix for description 16/30

17 Important Milestone in Portfolio Reshaping Meaningfully Impacts Portfolio By Adding a New Category with Growth Exposure Source: GMI, Euromonitor, Industry Reports (1) Includes $15.6B consolidated net sales plus $1.2B pro forma net sales for Blue Buffalo, fiscalized as of 5/31/2017 (2) Includes Baking Products, Dough, Other (3) Includes ~$1.2B of pro-forma net sales from Blue Buffalo, fiscalized as of 5/31/17 (4) 2016 Euromonitor Retail Sales (5) Euromonitor forward-looking CAGR $16.8 (1) FY17 Pro Forma Net Sales Worldwide Global Category Retail Sales(4) 5-YR CAGR(5) Sweet/Savory Snacks $295 Billion +MSD RTE Cereal $23 Billion +LSD Convenient Meals $89 Billion +MSD Yogurt $84 Billion +HSD Pet Food $80 Billion +MSD Ice Cream $64 Billion +MSD ($ in billions) (3) (2) Enhances Net Sales Growth and Operating Profit Margin 17/30

18 Highly Attractive U.S. Pet Food Market CAGR = ~5% $30 Billion U.S. Category US Retail Sales ($ in billions) Humanization of Pets Continues to Drive Premiumization Health and Wellness Trends in Category Mirror Broader Packaged Food Branded Category with Low Private Label Penetration Subscription-type Purchase Pattern Due to Low Rate of Switching Non-discretionary Staple Provides Recession Resistance Note: US Pet Food Market defined as dog and cat food Source: Euromonitor 18/30

19 Blue Buffalo is the Leader in Wholesome Natural BLUE Brand Leadership Wholesome Natural Still in Early Innings 31% Nestlé-Purina 20% Mars 10% Smucker- Big Heart 7% Colgate-Hills 6% Blue Buffalo 16% All Other 9% Private Label 2016 U.S. Pet Food Retail Sales One of the Largest Pet Food Brands with the Strongest Brand Equity 4x the Size of Next Largest Wholesome Natural Pet Food Brand(1) Strong Online Position: #1 Brand in Pet Food and One of the Largest CPG Brands Leadership in Pet Specialty Retail Coupled with Recent Success in Food, Drug and Mass (FDM) Expansion Source: Euromonitor (1) Reflects comparison against all Wholesome Natural brands across total pet food market 19/30

20 The Authentic Brand Committed to Making Life Better for Pets Developed by Pet Parents for Pet Parents Dedicated to Consumer Education and Dialogue High Quality, Natural Ingredients Commitment to Pet Cancer Research and Awareness Love them like family. Feed them like family. 20/30

21 Exceptional Growth Fueled by Mission and Brand Blue Buffalo Net Sales ($mm) Blue Buffalo Adjusted EBITDA ($mm)(1) In Q4, Delivered Strong Net Sales Growth of 14% and Adjusted EBITDA Growth of 22% Pet Superstores 52% FDM Other Specialty 41% 7% 2017: Entered the FDM channel 2014: Partnered with e-commerce retailers 2010: Launched national TV advertising 2012: Expanded further into independent pet and specialty stores 2015: IPO (1) Non-GAAP measure. See appendix for reconciliation 102% 82% 51% 38% 28% 12% 12% 11% % Growth 8% 13% 23% 23% 21% 22% 24% 25% % Margin 21/30

22 General Mills + Blue Buffalo Combination Enhances Blue Buffalo s Growth Strategy Capitalize on select international opportunities Grow Market Share in the U.S. Grow with our younger pets and younger pet parents Drive awareness and consideration with pet parents and influencers Make BLUE more available Increase our share of under-penetrated product types: wet foods and treats 22/30

23 Updated General Mills Segment Reporting North America Retail Convenience Stores & Foodservice Europe & Australia Asia & Latin America Pet 23/30

24 Combining Capabilities Creates Value Deep Expertise Building and Scaling a Millennial-focused, Authentic 21st Century Brand Unique Insights into Millennials and Consumers of Premium, Natural Products Strong E-commerce Platform Poised for Rapid Growth Dedicated, State-of-the-art Manufacturing Facilities History of Successful Acquisitions of Natural & Organic Brands (e.g. Annie s, Lärabar, and EPIC) Differentiated, Strategic Customer Relationships Across Channels, Particularly in FDM Industry-leading Sales Force with Category Management and Shopper Insights Capabilities World-class Expertise Across the Supply Chain: Global Sourcing Scale, Leading Manufacturing and Quality Programs, Advantaged Distribution Capabilities Advanced Product and Packaging Innovation Expertise Back-office Scale and Efficiency International Presence 24/30

25 Transaction Process Highlights Approvals Consideration Timing $40.00 per Share All-cash Offer $8.0 Billion Enterprise Value Integration General Mills to Maintain Current Blue Buffalo HQ, Manufacturing and R&D Facilities Billy Bishop to Continue Leading Blue Buffalo Significant Incremental Revenue Synergy Opportunities Over Time Approximately $50 Million in Identified Cost Synergy Opportunities Approved by Both Boards of Directors Invus and Bishop Family Shareholders, Representing More than 50% of Blue Buffalo s Outstanding Shares, Have Approved the Transaction No Shareholder Vote is Required for Closing Anticipate Closing by the End of Fiscal 2018 Subject to Regulatory and Other Customary Closing Conditions 25/30

26 Financial Impact Enhances Growth Profile: Organic Net Sales bps; Adj. Operating Profit bps Financing with a Combination of Debt, Cash on Hand and Equity Backed by Committed Bridge Facility from Goldman Sachs Permanent Financing Will Include Approximately $1.0 Billion in Equity Neutral to Cash EPS in Fiscal 2019, and Accretive to Cash EPS in Fiscal 2020(1) Expect to Retain a Strong Investment Grade Credit Rating Backed by Robust Cash Generation Pro Forma Net Debt / EBITDA of 4.2x Reducing to Approximately 3.5x by End of Fiscal 2020 Current Annual Dividend of $1.96 per Share to be Maintained Intend to Recommence Share Repurchase After De-levering to More Normalized Levels Committed to Prudent Financial Policy that Maximizes Long-term Value (1) Non-GAAP measure. See appendix for description 26/30

27 Compelling Strategic Logic & Financial Returns Transaction Will Drive Growth and Shareholder Value Creation Neutral to Cash EPS in Fiscal 2019, and Accretive to Cash EPS in Fiscal 2020(1) Immediately Accretive to Net Sales Growth and Operating Profit Margin Opportunity for Significant Revenue Synergies and $50 Million in Cost Synergies Reshapes Our Portfolio and Supports Our Consumer First Strategy Leverages Our Extensive Capabilities in Sales, Supply Chain, and R&D Establishes General Mills as the Leader in Wholesome Natural Pet Food Category Compelling Strategic Logic Attractive Financial Returns (1) Non-GAAP measure. See appendix for description 27/30

28 This presentation includes measures that are not defined by GAAP. For each of these non-gaap financial measures, we have included on the following slides a reconciliation of the differences between the non-gaap measure and the most directly comparable GAAP measure. These non-gaap measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure. This presentation also includes an outlook concerning future growth on a cash EPS basis. Cash EPS is a non-gaap measure defined as pro-forma adjusted EPS which excludes the impacts of purchase accounting, transaction and integration costs, and other items affecting comparability. Non-GAAP Measures 28/30

29 Blue Buffalo Reconciliation of Adjusted EBITDA Net sales $1,274.6 $1,149.8 $1,027.4 $917.8 $719.5 $523.0 $345.5 $190.0 Net income $193.5 $130.2 $89.4 $101.9 $78.2 $65.5 $25.8 $23.3 Interest expense Interest income (1.4) (0.5) (0.3) (0.2) (0.1) (0.2) (0.1) (0.0) Provision for income taxes (7.5) Depreciation and amortization EBITDA Litigation expenses (a) Public offering costs (b) Initial public offering costs (c) Provision for legal settlement (d) Stock-based compensation (e) Loss on extinguishment of debt Gain on insurance settlement (1.0) Adjusted EBITDA $319.2 $275.6 $221.7 $193.2 $162.4 $120.0 $44.0 $16.0 Adjusted EBITDA margin 25% 24% 22% 21% 23% 23% 13% 8% Adjusted EBITDA 3-year CGR 18% (Fiscal Years, $ in Millions) *Amounts may not be additive due to rounding. (a) Represents costs primarily related to the litigation with Nestlé Purina PetCare Company. (b) Represents costs incurred for public offerings. (c) Represents costs incurred for initial public offering. (d) Represents a provision related to settlement agreements with respect to U.S. consumer class action lawsuits and the Nestlé Purina PetCare Company lawsuit entered into in December 2015 and November 2016, respectively. (e) Represents non-cash, stock-based compensation expense. (f) Represents the loss on extinguishment of debt associated with the repricing of senior secure credit facilities in December /30

30 Blue Buffalo Reconciliation of Adjusted EBITDA Net income $53.6 $34.8 Interest expense Interest income (0.7) (0.1) Provision for income taxes Depreciation and amortization EBITDA Litigation expenses (a) (0.2) 1.3 Stock-based compensation (b) Adjusted EBITDA $79.9 $65.3 Adjusted EBITDA growth rate 22% (Fourth Quarter, $ in Millions) *Amounts may not be additive due to rounding. (a) Represents costs primarily related to the litigation with Nestlé Purina PetCare Company. (b) Represents non-cash, stock-based compensation expense. 30/30