Bond Hershey's 2.3% ( US427866AX66 ) in USD

Issuer Hershey's
Market price refresh price now   100 %  ▲ 
Country  United States
ISIN code  US427866AX66 ( in USD )
Interest rate 2.3% per year ( payment 2 times a year)
Maturity 15/08/2026



Prospectus brochure of the bond Hersheys US427866AX66 en USD 2.3%, maturity 15/08/2026


Minimal amount 2 000 USD
Total amount 500 000 000 USD
Cusip 427866AX6
Standard & Poor's ( S&P ) rating A ( Upper medium grade - Investment-grade )
Moody's rating A1 ( Upper medium grade - Investment-grade )
Next Coupon 15/02/2026 ( In 128 days )
Detailed description Hershey's is an American chocolate and confectionery company founded in 1894, known for its milk chocolate bars and a wide range of other candy products.

Hershey's, the globally recognized American confectionery giant known for its extensive portfolio of chocolate and snack products, has an outstanding fixed-income obligation available for investor consideration, identified by ISIN US427866AX66 and CUSIP 427866AX6, which was issued in the United States and currently trades at 100% of its par value in USD. This bond offers a coupon rate of 2.3%, with interest payments disbursed semi-annually (two times per year), providing a consistent income stream to bondholders until its maturity on August 15, 2026; the total offering size for this USD-denominated bond issue stands at $500,000,000, with a minimum investment threshold set at $2,000, and it carries strong investment-grade credit ratings of 'A' from Standard & Poor's (S&P) and 'A1' from Moody's, reflecting the issuer's robust financial health and stability.







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Table of Contents
CALCULATION OF REGISTRATION FEE


Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price
Registration Fee(1)(2)
Debt Securities

$796,894,000

$80,247.23


(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's
Registration Statement on Form S-3 (File No. 333-205269) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File Number 333-205269

PROSPECTUS SUPPLEMENT
(To Prospectus dated June 26, 2015)

$800,000,000


$500,000,000 2.300% Notes due August 15, 2026
$300,000,000 3.375% Notes due August 15, 2046


The Hershey Company is offering $500,000,000 aggregate principal amount of its 2.300% notes due 2026 (the "2026 Notes") and $300,000,000
aggregate principal amount of its 3.375% notes due 2046 (the "2046 Notes"). The 2026 Notes and the 2046 Notes are collectively referred to herein as the
"Notes," unless the context otherwise requires. Interest on the Notes is payable on February 15 and August 15 of each year, beginning February 15, 2017. For
a one-year period beginning August 9, 2016 to and including August 9, 2017, the interest rate payable on the Notes may be subject to adjustment if certain
change of control events result in a downgrade of the credit rating on the Notes. See "Description of Notes--Interest Rate Adjustment due to Changes in
Ratings." The Notes do not provide for any sinking fund.
The Notes will be our unsecured, unsubordinated indebtedness and will rank on parity with all of our other unsecured, unsubordinated indebtedness
from time to time outstanding.
We may redeem some or all of the Notes at the redemption prices described in this Prospectus Supplement in "Description of Notes--Optional
Redemption." If a Change of Control Triggering Event (as hereinafter defined) occurs, unless we have exercised our right to redeem the Notes, we will be
required to make an offer to repurchase the Notes in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest, if any, on the Notes repurchased to the date of repurchase. See "Description of Notes--Change of Control Offer."
Each series of the Notes will be represented by one or more Global Securities (as hereinafter defined) registered in the name of the nominee of The
Depository Trust Company ("DTC"). Beneficial interests in the Global Securities will be shown on, and transfers thereof will be effected only through,
records maintained by DTC and its participants. Except as described herein, beneficial interests in the Global Securities may not be exchanged for definitive
notes in registered certificated form. The Notes will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We will make all payments of principal and interest in immediately available funds. See "Description of Notes--Same-Day Settlement and Payment."


Investing in the Notes involves risk. See "Risk Factors" beginning on page S-7 of this Prospectus Supplement.


Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Notes or
determined that this Prospectus Supplement or the accompanying Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.



Initial Public
Underwriting
Proceeds to Us Before

Offering Price(1)

Discount


Expenses

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Per 2026 Note

99.671%
0.450%
99.221%
Total
$
498,355,000 $
2,250,000 $
496,105,000
Per 2046 Note

99.513%
0.875%
98.638%
Total
$
298,539,000 $
2,625,000 $
295,914,000

(1)
Plus accrued interest, if any, from the date of original issuance.


The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.
We expect that the Notes will be ready for delivery in book-entry form only through the facilities of DTC for the accounts of its participants,
including Clearstream Banking, société anonyme ("Clearstream Banking"), and Euroclear Bank, S.A./N.V., as operator of the Euroclear System ("Euroclear"),
against payment in New York, New York, on or about August 9, 2016.


Joint Book-Running Managers

BofA Merrill Lynch

Citigroup
J.P. Morgan

RBC Capital Markets
Senior Co-Manager
PNC Capital Markets LLC
Co-Managers

CIBC Capital Markets

Santander
US Bancorp
The Williams Capital Group, L.P.


Bradesco BBI
August 2, 2016
Table of Contents
We are responsible for the information contained and incorporated by reference in this Prospectus Supplement, the
accompanying Prospectus and in any related free writing prospectus we prepare or authorize. We have not authorized anyone to give you
any other information, and we take no responsibility for any other information that others may give you. This Prospectus Supplement, the
accompanying Prospectus and any free writing prospectus prepared by us do not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the securities described in this Prospectus Supplement or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Prospectus Supplement, the
accompanying Prospectus or any free writing prospectus prepared by us nor any sale made hereunder or thereunder shall, under any
circumstances, create any implication that the information contained herein or therein is correct as of any time subsequent to the date of
such information.


TABLE OF CONTENTS
Prospectus Supplement



Page
Forward-Looking Statements
S-1
Documents Incorporated By Reference
S-1
Notice to Investors in the European Economic Area
S-1
The Hershey Company
S-3
Summary of the Offering
S-5
Risk Factors
S-7
Use of Proceeds
S-9
Capitalization
S-10
Selected Consolidated Financial Information
S-11
Ratio of Earnings to Fixed Charges
S-12
Description of Notes
S-13
Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders
S-22
Underwriting
S-26
Legal Matters
S-29
Experts
S-29
Prospectus
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Page
Safe Harbor Statement
1
Where You Can Find More Information
2
Documents Incorporated by Reference
3
The Hershey Company
4
Ratio of Earnings to Fixed Charges
5
Risk Factors
6
Use of Proceeds
7
Description of Debt Securities
8
Plan of Distribution
13
Legal Matters
14
Experts
14


In this Prospectus Supplement, "Company," "we," "us" and "our" refer to The Hershey Company, its wholly-owned subsidiaries and
entities in which it has a controlling financial interest, and "underwriters" refers to the firms listed on the cover of this Prospectus Supplement.
Table of Contents
FORWARD-LOOKING STATEMENTS
We are subject to changing economic, competitive, regulatory and technological conditions, risks and uncertainties because of the nature
of our operations. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we note that several
risks and uncertainties could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed
or implied in this Prospectus Supplement, the accompanying Prospectus, any free writing prospectus prepared by us and the documents
incorporated herein and therein by reference. Many of these forward-looking statements may be identified by the use of words such as "intend,"
"believe," "expect," "anticipate," "should," "planned," "projected," "estimated" and "potential," among others. These risks, uncertainties and other
matters include, but are not limited to, the risks, uncertainties and other matters that can be found in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2015 and our Quarterly Reports on Form 10-Q for the quarterly periods ended April 3, 2016 and July 3, 2016.
DOCUMENTS INCORPORATED BY REFERENCE
We incorporate by reference in this Prospectus Supplement the following documents that we have filed with the SEC (File No. 001-
00183):


(a)
our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 26, 2016;

(b)
our Quarterly Reports on Form 10-Q for the quarterly periods ended April 3, 2016, filed on April 29, 2016 and July 3, 2016 filed

on July 28, 2016; and

(c)
our Current Reports on Form 8-K, filed on February 3, 2016, February 18, 2016, April 27, 2016, May 9, 2016, June 2, 2016, June

17, 2016 (two filings) and June 30, 2016.
We will not, however, incorporate by reference in this Prospectus Supplement any documents or portions thereof that are not deemed
"filed" with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or Form 8-K/A
after the date of this Prospectus Supplement unless, and except to the extent, specified in such Current Reports.
All documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Prospectus Supplement shall be deemed to be incorporated by reference in this Prospectus Supplement so long as the
Registration Statement of which this Prospectus Supplement and the accompanying Prospectus are a part remains effective. Such documents shall
be deemed to be a part of this Prospectus Supplement from the date of their filing. We may file one or more Current Reports on Form 8-K
specifically in connection with the Notes offered hereby in order to incorporate by reference in this Prospectus Supplement and the accompanying
Prospectus information concerning The Hershey Company, the terms and conditions of the Notes offered hereby or the offering of the Notes to
you. When we use the term "Prospectus Supplement" in this Prospectus Supplement and the accompanying Prospectus, we are referring to this
Prospectus Supplement as updated and supplemented by all information incorporated by reference herein from any Annual Report on Form 10-K,
Quarterly Report on Form 10-Q or Current Report on Form 8-K and any other documents incorporated by reference in this Prospectus Supplement
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as described above.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
In any Member State of the European Economic Area ("EEA") that has implemented the Prospectus Directive, this communication is
only addressed to and is only directed at "qualified investors" in that Member State within the meaning of the Prospectus Directive. This
Prospectus Supplement and the accompanying Prospectus are not prospectuses for the purposes of the Prospectus Directive (as defined herein) as
implemented

S-1
Table of Contents
in member states of the EEA. This Prospectus Supplement and the accompanying Prospectus have each been prepared on the basis that all offers of
the Notes will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus in connection with
offers of the Notes. Accordingly, any person making or intending to make any offer within the EEA of the Notes which are the subject of the
offering contemplated in this Prospectus Supplement and the accompanying Prospectus may only do so in circumstances in which no obligation
arises for us or any underwriter to produce a prospectus for such offers pursuant to Article 3 of the Prospectus Directive in relation to the offer.
Neither we nor the underwriters have authorized, nor do we or they authorize, the making of any offer of the Notes in circumstances in which an
obligation arises for us or the underwriters to publish a prospectus for such offer.
For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This Prospectus Supplement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii)
investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the
Order (all such persons together being referred to as "relevant persons"). Any Notes will only be available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this Prospectus Supplement or any of its contents.
Each person in a Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant
Member State") who receives any communication in respect of, or who acquires any Notes under, the offers contemplated in this Prospectus
Supplement will be deemed to have represented, warranted and agreed to and with us and with each underwriter that:

(a)
it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the

Prospectus Directive; and

(b)
in the case of any Notes acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive,
(i) the Notes acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus

Directive, or in circumstances in which the prior consent of the underwriters has been given to the offer or resale; or (ii) where
Notes have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those
Notes to it is not treated under the Prospectus Directive as having been made to such persons.

S-2
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THE HERSHEY COMPANY
We are the largest producer of quality chocolate in North America and a global leader in chocolate and non-chocolate
confectionery. We market, sell and distribute our products under more than 80 brand names in approximately 70 countries worldwide.
Reportable Segment
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Our organizational structure is designed to ensure continued focus on North America, coupled with an emphasis on accelerating
growth in our focus international markets, as we transform into a more global company. Our business is organized around geographic regions,
which enables us to build processes for repeatable success in our global markets. As a result, we have defined our operating segments on a
geographic basis, as this aligns with how our Chief Operating Decision Maker ("CODM") makes decisions about allocating resources and
assessing performance. Our North America business, which generates over 85% of our annual consolidated revenue, is our only reportable
segment. None of our other operating segments meet the quantitative thresholds to qualify as reportable segments; therefore, these operating
segments are combined and disclosed below as International and Other.

·
North America--This segment is responsible for our traditional chocolate and non-chocolate confectionery market position, as

well as our grocery and growing snacks market positions, in the United States and Canada. This includes developing and
growing our business in chocolate and non-chocolate confectionery, pantry, food service and other snacking product lines.

·
International and Other-- International and Other is a combination of all other operating segments that are not individually
material, including those geographic regions where we operate outside of North America. We currently have operations and
manufacture product in China, Mexico, Brazil, India and Malaysia, primarily for consumers in these regions, and also
distribute and sell confectionary products in export markets of Asia, Latin America, the Middle East, Europe, Africa and other

regions. This segment also includes our global retail operations, including Hershey's Chocolate World stores in Hershey,
Pennsylvania, New York City, Chicago, Las Vegas, Shanghai, Niagara Falls (Ontario), Dubai and Singapore, as well as
operations associated with licensing the use of certain of the Company's trademarks and products to third parties around the
world.
Products
Our principal confectionery offerings include chocolate and non-chocolate confectionery products; gum and mint refreshment
products; pantry items, such as baking ingredients, toppings and beverages; and snack items such as spreads, meat snacks, bars and snack bites
and mixes.

·
Within our North America markets, our product portfolio includes a wide variety of chocolate offerings marketed and sold
under the renowned brands of Hershey's, Reese's, and Kisses, along with other popular chocolate and non-chocolate
confectionery brands such as Jolly Rancher, Almond Joy, Brookside, Cadbury, Good & Plenty, Heath, Kit Kat, Lancaster,
Payday, Rolo, Twizzlers, Whoppers and York. We also offer premium chocolate products, primarily in the U.S., through the

Scharffen Berger and Dagoba brands. Our gum and mint products include Ice Breakers mints and chewing gum, Breathsavers
mints, and Bubble Yum bubble gum. Our pantry and snack items that are principally sold in North America include baking
products and toppings and sundae syrups sold under the Hershey's, Reese's and Heath brands, as well as Hershey's and Reese's
chocolate spreads and snack bites and mixes, Krave meat jerky products and Brookside fruit and nut bars.


S-3
Table of Contents
·
Within our International and Other markets, we manufacture, market and sell many of these same brands, as well as other
brands that are marketed regionally, such as Golden Monkey confectionery and snack products in China, Pelon Pelo

Rico confectionery products in Mexico, IO-IO snack products in Brazil, and Nutrine and Maha Lacto confectionery products
and Jumpin and Sofit beverage products in India.
Principal Customers and Marketing Strategy
Our customers are mainly wholesale distributors, chain grocery stores, mass merchandisers, chain drug stores, vending companies,
wholesale clubs, convenience stores, dollar stores, concessionaires and department stores. The majority of our customers, with the exception of
wholesale distributors, resell our products to end-consumers in retail outlets in North America and other locations worldwide.
In 2015, approximately 26% of our consolidated net sales were made to McLane Company, Inc., one of the largest wholesale
distributors in the United States to convenience stores, drug stores, wholesale clubs and mass merchandisers and the primary distributor of our
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products to Wal-Mart Stores, Inc.
The foundation of our marketing strategy is our strong brand equities, product innovation and the consistently superior quality of our
products. We devote considerable resources to the identification, development, testing, manufacturing and marketing of new products. We
utilize a variety of promotional programs directed towards our customers, as well as advertising and promotional programs for consumers of
our products, to stimulate sales of certain products at various times throughout the year.
In conjunction with our sales and marketing efforts, our efficient product distribution network helps us maintain sales growth and
provide superior customer service by facilitating the shipment of our products from our manufacturing plants to strategically located
distribution centers. We primarily use common carriers to deliver our products from these distribution points to our customers.


We are a Delaware company. Our principal executive offices are located at 100 Crystal A Drive, Hershey, Pennsylvania 17033, and
our telephone number is (717) 534-4200.


S-4
Table of Contents
SUMMARY OF THE OFFERING
The summary below sets forth some of the principal terms of the Notes. Please read the "Description of Notes" section in this
Prospectus Supplement and the "Description of Debt Securities" section in the accompanying Prospectus for a more detailed description of
the terms and conditions of the Notes.

Issuer
The Hershey Company.

Securities Offered
$500,000,000 aggregate principal amount of 2.300% Notes due 2026.


$300,000,000 aggregate principal amount of 3.375% Notes due 2046.

Maturity
The 2026 Notes will mature on August 15, 2026.


The 2046 Notes will mature on August 15, 2046.

Interest Rate
The 2026 Notes will bear interest at a rate of 2.300% per year.


The 2046 Notes will bear interest at a rate of 3.375% per year.
Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-
day months.

Interest Payment Dates
Interest on the Notes will be payable on February 15 and August 15 of each year, beginning
February 15, 2017. Interest will accrue from August 9, 2016.

Interest Rate Adjustment
For a one-year period beginning August 9, 2016 to and including August 9, 2017, the interest
rate payable on the Notes may be subject to adjustment if certain change of control events
result in a downgrade of the credit rating on the Notes. See "Description of Notes--Interest
Rate Adjustment due to Changes in Ratings."

Ranking
The Notes will be our unsecured, unsubordinated indebtedness and will rank on parity with all
of our other unsecured, unsubordinated indebtedness.

Optional Redemption
Prior to the date that is 90 days prior to the scheduled maturity date of the 2026 Notes, we may
redeem the 2026 Notes in whole or in part at any time and from time to time at our option at a
redemption price equal to the sum of (1) the principal amount of the 2026 Notes being
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redeemed plus accrued and unpaid interest up to but excluding the redemption date and (2) the
"Make-Whole Amount," as defined in "Description of Notes--Optional Redemption."

At any time on or after the date that is 90 days prior to the scheduled maturity date of the 2026
Notes, we may redeem the 2026 Notes in whole or in part, at a redemption price equal to 100%

of the principal amount thereof plus accrued and unpaid interest up to but excluding the
redemption date as described under "Description of Notes--Optional Redemption."

Prior to the date that is 180 days prior to the scheduled maturity date of the 2046 Notes, we
may redeem the 2046 Notes in whole or in part at any time and from time to time at our option

at a redemption price equal to the sum of (1) the principal amount of the 2046 Notes being
redeemed plus accrued and unpaid interest up to but excluding the redemption date and (2) the
"Make-Whole Amount," as defined in "Description of Notes--Optional Redemption."


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Table of Contents
At any time on or after the date that is 180 days prior to the scheduled maturity date of the 2046
Notes, we may redeem the 2046 Notes in whole or in part, at a redemption price equal to 100%

of the principal amount thereof plus accrued and unpaid interest up to but excluding the
redemption date as described under "Description of Notes--Optional Redemption."

Change of Control Offer
If a Change of Control Triggering Event (as defined in "Description of Notes--Change of
Control Offer") occurs, unless we have exercised our right to redeem the Notes, we will be
required to make an offer to repurchase the Notes in cash equal to 101% of the aggregate
principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes
repurchased to the date of repurchase. See "Description of Notes--Change of Control Offer."

Additional Notes
We may, from time to time, without the consent of the existing holders of the Notes, issue
additional Notes of each series under the Indenture (as defined in the accompanying Prospectus)
having the same terms and conditions as the applicable series of the Notes in all respects,
except for the issue date, the issue price and, in some cases, the initial interest payment date.

Form and Denomination
Each series of the Notes will be represented by one or more Global Securities registered in the
name of the nominee of DTC. Beneficial interests in the Global Securities will be shown on,
and transfers thereof will be effected only through, records maintained by DTC and its
participants including Clearstream Banking and Euroclear. The Notes will be issued only in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Use of Proceeds
We intend to use the net proceeds of this offering to repay at maturity our $250 million
aggregate principal amount of 5.45% Notes due 2016 and $250 million aggregate principal
amount of 1.50% Notes due 2016 (together, the "Outstanding 2016 Notes"), to fund the
acquisition of Ripple Brand Collective, LLC ("Ripple Brand") and pay related fees and
expenses, and for general corporate purposes. Until the net proceeds have been used as
described above, they will be invested in short-term marketable securities.

Trustee
U.S. Bank National Association (the "Trustee").

No Listing
We do not intend to list the Notes on any securities exchange.

Governing Law
State of New York.

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Risks
Investing in the Notes involves risk. See "Risk Factors."


S-6
Table of Contents
RISK FACTORS
Before investing in the Notes, you should consider carefully the information under "Risk Factors" in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2015, which is incorporated by reference in this Prospectus Supplement, and the following factors, as well
as the other information included and/or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. Each of the
risks described in our Annual Report on Form 10-K and below could result in a decrease in the value of the Notes and your investment
therein. Although we discuss certain factors below, please be aware that other risks may prove to be important in the future. New risks may
emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect the value of the Notes and your investment
therein.
The Indenture governing the Notes does not restrict the amount of additional unsecured debt we may incur.
The Indenture governing the Notes does not restrict the amount of unsecured indebtedness that we or our subsidiaries may incur. The
incurrence of additional debt by us or our subsidiaries may have important consequences for you as a holder of the Notes, including making it more
difficult for us to satisfy our obligations with respect to the Notes, a loss in the trading value of your Notes and a risk that the credit rating of the
Notes is lowered or withdrawn.
We may not be able to repurchase the Notes upon a Change of Control Triggering Event.
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 repurchase the Notes in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if
any, on the Notes repurchased to the date of repurchase. We may not be able to repurchase the Notes upon a Change of Control Triggering Event,
however, because we may not have sufficient funds to do so. In addition, agreements governing indebtedness we may incur in the future may
restrict us from purchasing the Notes in the event of a Change of Control Triggering Event. Our failure to repurchase properly tendered Notes
would constitute an Event of Default under the Indenture governing the Notes, which would, in turn, trigger a termination right under our existing
credit agreement and may constitute a default under agreements governing indebtedness incurred in the future. See "Description of Notes--Change
of Control Offer."
After August 9, 2017, the interest rate payable on the Notes will no longer be subject to adjustment even if certain Change of Control
events result in a downgrade of the credit rating on the Notes.
An Interest Rate Adjustment Triggering Event (as defined below) will occur if certain change of control events, including an acquisition
of The Hershey Company, result in a downgrade of the credit rating on the Notes during the first year the Notes are outstanding. If there is a rating
downgrade after August 9, 2017, we will not be required to increase the interest rate on the Notes, even if the downgrade resulted from a Change of
Control event and the other conditions of an Interest Rate Adjustment Triggering Event are met. See "Description of Notes--Interest Rate
Adjustment due to Changes in Ratings."
The definition of Change of Control is limited.
The provisions of the Notes that relate to a Change of Control Triggering Event and an Interest Rate Adjustment Triggering Event may
not protect you from certain important corporate events such as a leveraged recapitalization (which would increase the level of our indebtedness),
reorganization, restructuring, merger or other similar transactions not involving a change in voting power or the beneficial ownership of The
Hershey Company. In addition, the definition of Change of Control in respect of the Notes may differ from the definitions of change of control in
respect of the Company's other outstanding indebtedness. Moreover, certain transactions involving the Milton Hershey School Trust, such as a sale
of all or substantially all of our assets to those entities,

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Table of Contents
may not constitute a Change of Control. Even transactions involving a change in voting power or beneficial ownership of Hershey may not involve
a change that constitutes a Change of Control and, if not, will not constitute a Change of Control Triggering Event that would trigger our obligation
to offer to repurchase the Notes or an Interest Rate Adjustment Triggering Event that would, during the one-year period beginning August 9, 2016,
trigger an increase in the interest rate on the Notes, each as further described in "Description of Notes." Furthermore, a triggering event will not be
deemed to occur unless the specific ratings-related conditions described in "Description of Notes--Change of Control Offer" and "--Interest Rate
Adjustment due to Changes in Ratings" are fulfilled, including an announcement or public confirmation or writing to the Trustee in which the
Rating Agencies lowering the rating on the Notes indicate that the lowering was the result, in whole or in part, of an event or circumstance
comprised of or arising as a result of, or in respect of, a Change of Control. If events occur that do not constitute a Change of Control Triggering
Event or an Interest Rate Adjustment Triggering Event, we will not be required to make an offer to repurchase the Notes or increase the interest
rate on the Notes, as applicable, and you may be required to continue to hold your Notes despite the occurrence of such events. If we were to enter
into a significant corporate transaction that negatively affects the value and/or ratings of the Notes, but would not constitute a Change of Control
Triggering Event or an Interest Rate Adjustment Triggering Event, you would not have any rights to require us to repurchase the Notes prior to
their maturity or to require us to increase the rate of interest payable on the Notes, respectively, which also would adversely affect your investment.
See "Description of Notes--Change of Control Offer" and "--Interest Rate Adjustment due to Changes in Ratings."
An active trading market for the Notes may not develop or, if developed, be maintained.
We do not intend to list the Notes on any securities exchange. We cannot assure you that an active trading market will develop or be
maintained for the Notes. If an active trading market does develop for the Notes, the Notes may trade at a discount from their initial offering price
depending on prevailing interest rates, the market for similar securities, our financial performance and other factors. In addition, there may be a
limited number of buyers when you decide to sell your Notes. This may affect the price, if any, offered for your Notes or your ability to sell your
Notes when desired or at all.

S-8
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USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $790.8 million, after giving effect to estimated
underwriting discounts and commissions and estimated expenses. We intend to use the net proceeds of this offering to repay at maturity our
Outstanding 2016 Notes, to fund the acquisition of Ripple Brand and pay related fees and expenses, and for general corporate purposes. Until the
net proceeds have been used as described above, they will be invested in short-term marketable securities.

S-9
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CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of July 3, 2016 and as adjusted to reflect the issuance
of the Notes and the application of the estimated net proceeds of this offering as described under "Use of Proceeds." For a further discussion of our
capitalization, see our Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2016, incorporated by reference herein.



As of July 3, 2016



Actual
As Adjusted


(in thousands)

Cash and cash equivalents(a)
$
250,185 $
541,004








Debt:


Short-term debt

997,120
997,120
Current portion of long-term debt

500,078
78
Long-term debt

1,571,179
2,369,979








Total debt

3,068,377
3,367,117
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424B5
Stockholders' equity:


Preferred Stock, $1.00 par value, 5,000,000 shares authorized; none issued and outstanding

­
­
Common Stock, $1.00 par value, 900,000,000 shares authorized; 299,281,967 shares issued

299,281
299,281
Class B Common Stock, $1.00 par value, 150,000,000 shares authorized; 60,619,777 shares issued

60,620
60,620
Additional paid-in capital

817,135
817,135
Retained earnings

6,030,252
6,030,252
Treasury-Common Stock shares at cost: 147,104,547 shares
(6,082,657) (6,082,657)
Accumulated other comprehensive loss

(396,681)
(396,681)
Noncontrolling interests in subsidiaries

46,711
46,711








Total stockholders' equity

774,661
774,661








Total capitalization
$ 3,843,038 $ 4,141,778









(a)
Assumes fees of $1.2 million for the debt issuance.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth certain of our consolidated financial information and other operating information. The consolidated
financial information for each of the five years ended December 31, 2015, set forth below, has been derived from our audited consolidated
financial statements. The consolidated financial statements for the five years ended December 31, 2015 have been audited by KPMG LLP, an
independent registered public accounting firm. Also included is consolidated financial information as of and for the six month periods ended July
3, 2016 and July 5, 2015, which has been derived from our unaudited consolidated financial statements incorporated by reference herein. The
unaudited financial information has been presented on a basis consistent with our audited consolidated financial statements as of and for the year
ended December 31, 2015. In the opinion of management, such unaudited financial information reflects all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation of operating results for those periods. The results of operations for any interim period are not
necessarily indicative of the results to be expected for the full year. The following information should be read in conjunction with our consolidated
financial statements, including the notes thereto, and the section entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations," all of which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and in our
Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2016, each of which is incorporated by reference herein.



Six Months Ended



July 3,

July 5,

Year Ended December 31,



2016
2015
2015

2014

2013

2012

2011



(unaudited)

(in thousands, except per share data)

Summary of operations







Net Sales

$
3,466,483
$
3,516,625
$7,386,626
$7,421,768
$7,146,079
$6,644,252
$6,080,788
Net Income


375,788

144,796

512,951

846,912

820,470

660,931

628,962
Earnings Per Share of Common Stock:







--Basic


1.79

0.67

2.40

3.91

3.76

3.01

2.85
--Diluted


1.74

0.65

2.32

3.77

3.61

2.89

2.74
Dividends Paid on Common Stock Per Share


1.166

1.070

2.24

2.04

1.81

1.56

1.38
Period-end Position







Total Assets


5,567,384

5,443,136
5,344,371
5,622,870
5,349,724
4,747,614
4,398,625
Long-term Portion of Debt(1)


1,571,179

1,541,205
1,557,091
1,542,317
1,787,378
1,523,742
1,740,031
Stockholders' Equity


774,661

1,200,885
1,047,462
1,519,530
1,616,052
1,048,373

880,943
(1)
The Company adopted ASU 2015-03 as of December 31, 2015, requiring classification of debt issuance costs as a reduction of the carrying value of the debt. Total asset and long -term debt balances
presented herein for periods prior to December 31, 2015 have been restated to conform to this presentation.

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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the periods indicated.



Six Months Ended



Year Ended December 31,

July 3,

July 5,

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