Obbligazione Hershey's 1.7% ( US427866BE76 ) in USD

Hershey's

89.8127 USD ▲

Stati Uniti

US427866BE76 ( in USD )

1.7% per anno ( pagato 2 volte l'anno)

01/06/2030

Prospetto opuscolo dell'obbligazione Hersheys US427866BE76 en USD 1.7%, scadenza 01/06/2030

2 000 USD

350 000 000 USD

427866BE7

A ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

01/12/2025 ( In 52 giorni )

Hershey's è un'azienda americana produttrice di cioccolato e dolciumi, famosa a livello mondiale per i suoi prodotti iconici come le barrette al cioccolato al latte.

Un'obbligazione emessa da **Hershey's**, il rinomato colosso alimentare e dolciario statunitense con sede in Pennsylvania, identificata dai codici ISIN US427866BE76 e CUSIP 427866BE7, si presenta come un titolo di debito negoziato in USD con un tasso di interesse annuale dell'1,7% e scadenza fissata al 1° giugno 2030, appartenente a un'emissione complessiva di 350.000.000 USD, con un lotto minimo di acquisto di 2.000 USD e pagamenti cedolari con frequenza semestrale, scambiata attualmente sul mercato al 88,11% del suo valore nominale e classificata con rating "A" da Standard & Poor's e "A1" da Moody's, sottolineando la sua robustezza e l'affidabilità dell'emittente.

tm2020790-2_424b5 - none - 5.4093874s
424B5 1 tm2020790-2_424b5.htm 424B5
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
? ??$1,000,000,000?? ?
?$129,800
??
?
?
?
(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. 333-225303) 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)
?Registration Number 333-225303?
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 31, 2018)
$1,000,000,000
$300,000,000 0.900% Notes due June 1, 2025
$350,000,000 1.700% Notes due June 1, 2030
$350,000,000 2.650% Notes due June 1, 2050
?
The Hershey Company is offering $300,000,000 aggregate principal amount of its 0.900% notes due 2025 (the "2025 Notes"), $350,000,000
aggregate principal amount of its 1.700% notes due 2030 (the "2030 Notes") and $350,000,000 aggregate principal amount of its 2.650% notes due
2050 (the "2050 Notes"). The 2025 Notes, the 2030 Notes and the 2050 Notes are collectively referred to herein as the "Notes," unless the context
otherwise requires. Interest on the Notes is payable on June 1 and December 1 of each year, beginning December 1, 2020. 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 of each series at the applicable 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 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."
https://www.sec.gov/Archives/edgar/data/47111/000110465920067136/tm2020790-2_424b5.htm[5/29/2020 8:20:43 AM]

tm2020790-2_424b5 - none - 5.4093874s
?
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
?
? ? Offering Price(1) ? ?
Discount
? ? Before Expenses ?
Per 2025 Note
? ? ??
99.815 ?
% ? ? ??
0.350 ? ?
% ? ??
99.465 ?
%?
Total
? ? ?$299,445,000 ? ? ? ?$1,050,000 ? ? ? ?$298,395,000 ? ?
Per 2030 Note
? ? ??
99.771 ?
% ? ? ??
0.450 ? ?
% ? ??
99.321 ?
%?
Total
? ? ?$349,198,500 ? ? ? ?$1,575,000 ? ? ? ?$347,623,500 ? ?
Per 2050 Note
? ? ??
99.671 ?
% ? ? ??
0.875 ? ?
% ? ??
98.796 ?
%?
Total
? ? ?$348,848,500 ? ? ? ?$3,062,500 ? ? ? ?$345,786,000 ? ?
?
(1) Plus accrued interest, if any, from June 1, 2020, if settlement occurs after that date.
?
The Notes will not be listed on any securities exchange. Currently, there are no public markets 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 June 1, 2020.
Joint Book-Running Managers
?BofA Securities??Citigroup??J.P. Morgan??RBC Capital Markets??PNC Capital Markets LLC?
Co-Managers
?Santander??US Bancorp??CIBC Capital Markets??Bradesco BBI??Loop Capital Markets??Siebert Williams Shank?
May 27, 2020
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 and the underwriters have not authorized anyone to give you any other information, and we
and the underwriters 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 and
the underwriters 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
and the underwriters 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??
Summary
? ??? S-2??
Risk Factors
? ??? S-7??
Use of Proceeds
? ???S-10??
Capitalization
? ???S-11??
Selected Consolidated Financial Information
? ???S-12??
Description of Notes
? ???S-13??
Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders
? ???S-19??
Certain ERISA Considerations
? ???S-22??
https://www.sec.gov/Archives/edgar/data/47111/000110465920067136/tm2020790-2_424b5.htm[5/29/2020 8:20:43 AM]

tm2020790-2_424b5 - none - 5.4093874s
Underwriting
? ???S-23??
Legal Matters
? ???S-28??
Experts
? ???S-28??
Prospectus
?
? ? 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
? ? ??14 ??
Legal Matters
? ? ??16 ??
Experts
? ? ??16 ??

i
TABLE OF CONTENTS

PRIIPs Regulation/Prohibition of sales to EEA and UK retail investors. The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA") or in the United Kingdom ("UK"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)
2017/1129 (as amended, the "Prospectus Regulation"). Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may
be unlawful under the PRIIPs Regulation. This Prospectus Supplement and the accompanying Prospectus have been
prepared on the basis that any offer of the Notes in any member state of the EEA or in the UK will be made
pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers
of notes. This Prospectus Supplement and the accompanying Prospectus are not prospectuses for the purposes of the
Prospectus Regulation.
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.
https://www.sec.gov/Archives/edgar/data/47111/000110465920067136/tm2020790-2_424b5.htm[5/29/2020 8:20:43 AM]

tm2020790-2_424b5 - none - 5.4093874s

ii
TABLE OF CONTENTS? ?

FORWARD-LOOKING STATEMENTS
We are subject to changing economic, competitive, regulatory and technological risks and uncertainties that
could have a material impact on our business, financial condition or results of 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 that we have discussed directly 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, 2019 and our
Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2020.
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, 2019, filed on February 20,
2020;
?
(b) our Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2020, filed on April 23,
2020; and
?
(c) our Current Reports on Form 8-K, filed on March 25, 2020, May 13, 2020 and May 27, 2020.
?
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 as described above.
https://www.sec.gov/Archives/edgar/data/47111/000110465920067136/tm2020790-2_424b5.htm[5/29/2020 8:20:43 AM]

tm2020790-2_424b5 - none - 5.4093874s

S-1
TABLE OF CONTENTS?

SUMMARY
The Hershey Company is a global confectionery leader known for bringing goodness to the world through
chocolate, sweets, mints, gum and other great tasting snacks. We are the largest producer of quality chocolate in
North America, a leading snack maker in the United States 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 85
countries worldwide.
Reportable Segments
Our organizational structure is designed to ensure continued focus on North America, coupled with an
emphasis on profitable growth in our focus international markets. Our business is primarily 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") manages our business, including resource allocation and performance assessment. Our
North America business, which generates approximately 89% of our consolidated revenue, is our only reportable
segment. None of our other operating segments meets 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 confectionery products in export
markets of Asia, Latin America, 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, Las Vegas, Niagara Falls (Ontario), 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 and Brands
Our principal product offerings include chocolate and non-chocolate confectionery products; gum and mint
refreshment products; snack items such as popcorn, protein bars and cookies, spreads, bars and snack bites/mixes;
and pantry items, such as baking ingredients, toppings and beverages.
· 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,
barkTHINS, Cadbury, Good & Plenty, Heath, Kit Kat®, Lancaster, Payday, Rolo®, Twizzlers, Whoppers
and York. 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
ready-to-eat SkinnyPop popcorn, baked and trans fat free Pirate's Booty snacks and other better-for-you
snack brands such as Oatmega, Paqui and ONE Bar, baking products, toppings and sundae syrups sold
under the Hershey's, Reese's and Heath brands, as well as Hershey's and Reese's chocolate spreads, snack
bites and mixes.
?
· 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 Pelon Pelo Rico confectionery products in
Mexico, IO-IO snack products in Brazil, and Nutrine and Maha Lacto confectionery products and Jumpin
https://www.sec.gov/Archives/edgar/data/47111/000110465920067136/tm2020790-2_424b5.htm[5/29/2020 8:20:43 AM]

tm2020790-2_424b5 - none - 5.4093874s
and Sofit beverage products in India.
?
· Our products and brands continue to grow. Retail sales of our core brands, Hershey's, Reese's, Hershey's
Kisses, Kit Kat® and Icebreakers, increased at a compound annual growth rate of 2.7%
?
?

S-2
TABLE OF CONTENTS

from 2015 to 2019. Sales of our recently acquired brands and products are also exhibiting strong growth.
For example, retail sales of ONE Bar, a line of low-sugar, high-protein nutrition bars we acquired in
connection with the September 2019 acquisition of ONE Brands, LLC, grew approximately 34.6% during
the last twelve weeks of 2019 compared to the same period of 2018. Additionally, retail sales of SkinnyPop
popcorn, which we acquired in connection with the January 2018 acquisition of Amplify Snack Brands,
Inc., grew approximately 10.5% in 2019 on a year over year basis.
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 2019, approximately 30% 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 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.
Recent Developments
Divestitures
We recently announced the planned divestitures of KRAVE Pure Foods, Inc., as well as the Scharffen Berger
and Dagoba brands, all of which were previously included within the North America segment results in our
consolidated financial statements. Total proceeds from the divestitures and the impact on our Consolidated
Statements of Income, both individually and on an aggregate basis, are expected to be immaterial.
Trends Affecting Our Business
We are actively monitoring the novel coronavirus ("COVID-19") pandemic and its potential impact on our
operations and financial results. Employee health and safety remains our first priority while we continue our efforts
to support community food supplies. To date, there has been minimal disruption to our supply chain network, and
all our manufacturing plants are currently open. We are also working closely with all of our business units, contract
manufacturers, distributors, contractors and other external business partners to minimize the potential impact on our
business.
While our businesses saw minimal COVID-19 impact during the first quarter of 2020, we expect a more
significant impact in the second quarter given the shelter-in-place restrictions that were implemented in late March
and early April. While we experienced a short-term increase in demand for some of our products at the onset of the
pandemic, demand levels have since moderated. We continue to see declines in our food service, owned retail and
world travel retail businesses as well as certain parts of our International businesses as a result of known shelter-in-
place and other restrictions. We have also experienced a decrease in retail foot traffic and volatility in consumer
shopping and consumption behavior across several areas of our portfolio, which has negatively impacted sales of
our portable and on-the-go consumption products. We expect many of these behaviors to continue as state and
national governments begin to implement a phased approach to reopening their economies. In addition, inventory
https://www.sec.gov/Archives/edgar/data/47111/000110465920067136/tm2020790-2_424b5.htm[5/29/2020 8:20:43 AM]

tm2020790-2_424b5 - none - 5.4093874s
levels at several key retailers remain below

S-3
TABLE OF CONTENTS

historic averages. Sales in our gum and mint category have also been significantly impacted by social distancing
protocols. Finally, we are incurring incremental costs in certain areas, such as front-line employee compensation
and incentives, enhanced safety measures, including health screenings, temperature checks, increased cleaning and
sanitation protocols and office reconfigurations, and a new manufacturing line dedicated to the production of
disposable facemasks for our employees, their families and our community.
The impact that COVID-19 will have on our consolidated results of operations throughout 2020 remains
uncertain and ultimately will be dictated by the length and severity of the pandemic, as well as the economic
recovery and federal, state and local government actions taken in response. We will continue to evaluate the nature
and extent of these potential impacts to our business, consolidated results of operations, segment results, liquidity
and capital resources. See "Risk Factors."
Corporate Information
We are a Delaware company. Our principal executive offices are located at 19 East Chocolate Avenue,
Hershey, Pennsylvania 17033, and our telephone number is (717) 534-4200.
https://www.sec.gov/Archives/edgar/data/47111/000110465920067136/tm2020790-2_424b5.htm[5/29/2020 8:20:43 AM]

tm2020790-2_424b5 - none - 5.4093874s

S-4
TABLE OF CONTENTS

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
$300,000,000 aggregate principal amount of 0.900% Notes due 2025.
$350,000,000 aggregate principal amount of 1.700% Notes due 2030.
$350,000,000 aggregate principal amount of 2.650% Notes due 2050.
Maturity Dates
The 2025 Notes will mature on June 1, 2025. The 2030 Notes will
mature on June 1, 2030. The 2050 Notes will mature on June 1, 2050.
Interest Rate
The 2025 Notes will bear interest at a rate of 0.900% per year. The 2030
Notes will bear interest at a rate of 1.700% per year. The 2050 Notes
will bear interest at a rate of 2.650% 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 June 1 and December 1 of each
year, beginning December 1, 2020. Interest will accrue from June 1,
2020.
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 May 1, 2025, March 1, 2030 and December 1, 2049, we may
redeem the 2025 Notes, the 2030 Notes and the 2050 Notes, respectively,
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
Notes being redeemed plus accrued and unpaid interest up to but
excluding the redemption date and (2) the applicable "Make-Whole
Amount," as defined in "Description of Notes?--?Optional
Redemption."
At any time on or after May 1, 2025, March 1, 2030 and December 1,
2049, we may redeem the 2025 Notes, the 2030 Notes and the 2050
Notes, respectively, 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, if applicable, the initial interest
payment date.

https://www.sec.gov/Archives/edgar/data/47111/000110465920067136/tm2020790-2_424b5.htm[5/29/2020 8:20:43 AM]

tm2020790-2_424b5 - none - 5.4093874s
S-5
TABLE OF CONTENTS

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 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 a portion of
the commercial paper we have issued, pay fees and expenses related to
the offering and for general corporate purposes. Until the net proceeds
have been used as described above, they will be held in time deposit
accounts. See "Use of Proceeds."
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.
Risks
Investing in the Notes involves risk. See "Risk Factors."

S-6
https://www.sec.gov/Archives/edgar/data/47111/000110465920067136/tm2020790-2_424b5.htm[5/29/2020 8:20:43 AM]

tm2020790-2_424b5 - none - 5.4093874s
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, 2019 and our Quarterly Report on Form 10-
Q for the fiscal quarter ended March 29, 2020, each of 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, our Quarterly Report on Form 10-Q 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.
Risks Related to our Business
Our business and financial results may be negatively impacted by the failure to successfully manage a
disruption in consumer and trade patterns, as well as operational challenges associated with the actual or
perceived effects of a disease outbreak, including epidemics, pandemics or similar widespread public health
concerns, such as the current COVID-19 global pandemic.
Our operations are impacted by consumer spending levels, impulse purchases, the availability of our products
at retail and our ability to manufacture, store and distribute products to our customers and consumers in an
effective and efficient manner. The fear of exposure to or actual effects of a disease outbreak, epidemic, pandemic
or similar widespread public health concern, such as COVID-19, could negatively impact our overall business and
financial results. Specific factors that may impact our operations, some of which have had an unfavorable impact
on our operations as a result of COVID-19, include, but are not limited to:
· Significant reductions or volatility in demand for one or more of our products, which may be caused by,
among other things: the temporary inability of consumers to purchase our products due to illness, quarantine
or other travel restrictions, or financial hardship, shifts in demand away from one or more of our products,
or pantry-loading activity; if prolonged, such impacts may further increase the difficulty of planning for
operations and may negatively impact our results;
?
· Significant reductions in the availability of one or more of our products as a result of retailers, common
carriers or other shippers modifying restocking, fulfillment and shipping practices;
?
· The inability to meet our customers' needs and achieve cost targets due to disruptions in our manufacturing
operations or supply arrangements caused by the loss or disruption of essential manufacturing and supply
elements such as raw materials or finished product components, transportation resources, workforce
availability, or other manufacturing and distribution capability;
?
· The inability to effectively manage evolving health and welfare strategies, including but not limited to
ongoing or not yet fully known costs related to operational adjustments to ensure continued employee and
consumer safety and adherence to health guidelines as they are modified and supplemented;
?
· An inability to effectively modify our trade promotion and advertising activities to reflect changing
consumer viewing and shopping habits due to the cancellation or postponement of major sporting and
entertainment events, reduced in-store visits, travel restrictions and a shift in customer advertising priorities,
among other things;
?
· The failure of third parties on which we rely, including those third parties who supply our ingredients,
packaging, capital equipment and other necessary operating materials, contract manufacturers, distributors,
contractors, commercial banks and external business partners, to meet their obligations to the Company, or
significant disruptions in their ability to do so, which may be caused by their own financial or operational
difficulties and may negatively impact our operations; or
?
· Significant changes in the political conditions in markets in which we manufacture, sell or distribute our
products, including quarantines, governmental or regulatory actions, closures or other restrictions that limit
or close our operating and manufacturing facilities, restrict our employees' ability to
?

S-7
TABLE OF CONTENTS
https://www.sec.gov/Archives/edgar/data/47111/000110465920067136/tm2020790-2_424b5.htm[5/29/2020 8:20:43 AM]

Document Outline

#1">
- #1">