ACQUISITION AND DIVESTITURE

9 Months Ended

Feb. 24, 2019

Acquisition [Abstract]

Acquisition

(2)Acquisition

During the third quarter of fiscal 2019, we sold our La Salteñafresh pasta and refrigerated dough business in Argentina, and recorded a pre-tax loss of $35.4 million.

During the fourth quarter of fiscal 2018, we acquired Blue Buffalo Pet Products, Inc. (“Blue Buffalo”) for an aggregate purchase price of $8.0 billion, including $103.0 million of consideration for net debt repaid at the time of the acquisition. In accordance with the definitive agreement and plan of merger, a subsidiary of General Mills merged into Blue Buffalo, with Blue Buffalo surviving the merger as a wholly owned subsidiary of General Mills. In accordance with the merger agreement, equity holders of Blue Buffalo received $40.00 per share in cash. We financed the transaction with a combination of $6.0 billion in debt, $1.0 billion in equity, and cash on hand.In the quarter and nine-month periods ended February 24, 2019, we recorded acquisitionintegration costs of $5.8 million and $21.3 million respectively, in selling, general, and administrative (SG&A) expenses.In the quarter and nine-month periods ended February 25, 2018, we recorded acquisition transaction costs of $19.4 million including $15.9 million in interest, net, and $3.5 million in SG&A expenses.

We consolidated Blue Buffalo into our Consolidated Balance Sheets and recorded goodwill of $5.3 billion, an indefinite-lived intangible asset for the Blue Buffalo brand of $2.7 billion, and a finite-lived customer relationship asset of $269.0 million. The goodwill was primarily attributable to future growth opportunities and any intangible assets that did not qualify for separate recognition. The goodwill is included in the Pet reporting unit and is not deductible for tax purposes. We have conducted a preliminary assessment of certain assets and liabilities related to the acquisition of Blue Buffalo, and we are continuing our review of these items during the measurement period. If new information is obtained about facts and circumstances that existed at the acquisition date, the acquisition accounting will be revised to reflect the resulting adjustments to current estimates of these items.

The results of Blue Buffalo are reported in our Pet operating segment on a one-month lag.