Obligation Hershey's 5.45% ( US427866AP33 ) en USD

Hershey's

100 % ⇌

Etas-Unis

US427866AP33 ( en USD )

5.45% par an ( paiement semestriel )

01/09/2016 - Obligation échue

Prospectus brochure de l'obligation Hersheys US427866AP33 en USD 5.45%, échue

2 000 USD

250 000 000 USD

427866AP3

A ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

Hershey's est une entreprise américaine de confiserie, connue pour ses chocolats, notamment les barres chocolatées Hershey's et les Kisses.

L'Obligation émise par Hershey's ( Etas-Unis ) , en USD, avec le code ISIN US427866AP33, paye un coupon de 5.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2016

L'Obligation émise par Hershey's ( Etas-Unis ) , en USD, avec le code ISIN US427866AP33, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Hershey's ( Etas-Unis ) , en USD, avec le code ISIN US427866AP33, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement to Prospectus dated May 9, 2006
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 9,
2006
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-133938

P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated May 9, 2006)

$500,000,000
$250,000,000 5.300% Notes due September 1, 2011
$250,000,000 5.450% Notes due September 1, 2016

The Hershey Company is offering $250,000,000 aggregate principal amount of its 5.300% notes due September
1, 2011 (the "2011 Notes") and $250,000,000 aggregate principal amount of its 5.450% notes due September 1,
2016 (the "2016 Notes"). The 2011 Notes and the 2016 Notes are collectively referred to herein as the "Notes,"
unless the context otherwise requires. Interest on the Notes is payable on March 1 and September 1 of each year,
beginning March 1, 2007. We may redeem each series of the Notes in whole or in part at any time at the
redemption price described herein. 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.
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 expect that the Notes will trade in DTC's Same-
Day Funds Settlement System until maturity, and secondary market trading activity for the Notes will therefore
be required by DTC to settle in immediately available funds. We will make all payments of principal and interest
in immediately available funds. See "Description of Notes--Same-Day Settlement and Payment."

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Final Prospectus Supplement to Prospectus dated May 9, 2006
Neither the Securities and Exchange Commission 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(1)
Per 2011 Note

99.804%
0.35%
99.454%
Per 2016 Note

99.687%
0.45%
99.237%
Total

$498,727,500
$2,000,000
$496,727,500
(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 28, 2006.

Joint Book-Running Managers
Banc of America Securities LLC
Citigroup
UBS Investment Bank

Senior Co-Manager
Merrill Lynch & Co.

Co-Managers

Daiwa Securities America Inc.

PNC Capital Markets LLC
The Williams Capital Group, L.P.

August 23, 2006
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Final Prospectus Supplement to Prospectus dated May 9, 2006
Table of Contents
No person has been authorized to give any information or to make any representations other than those
contained in this Prospectus Supplement, the accompanying Prospectus or any free writing prospectus
prepared by us or incorporated by reference herein or therein and, if given or made, such information or
representations must not be relied upon as having been authorized. 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
Summary of the Offering

S-2
The Hershey Company

S-4
Use of Proceeds

S-6
Capitalization

S-7
Selected Consolidated Financial Information

S-8
Description of Notes

S-9
Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders
S-13
Underwriting
S-16
Legal Matters
S-18
Experts
S-18
Prospectus

Page
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Final Prospectus Supplement to Prospectus dated May 9, 2006
Safe Harbor Statement

1
Where You Can Find More Information

1
Documents Incorporated by Reference

1
The Hershey Company

3
Ratio of Earnings to Fixed Charges

3
Use of Proceeds

3
Description of Debt Securities

4
Plan of Distribution

9
Legal Matters

10
Experts

10
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.
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Final Prospectus Supplement to Prospectus dated May 9, 2006
Table of Contents
FORWARD-LOOKING STATEMENTS
The nature of our operations and the environment in which we operate subject us to changing economic,
competitive, regulatory and technological conditions, risks and uncertainties. In connection with the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, we note the following factors that,
among others, 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 forward-looking words such as "intend," "believe,"
"expect," "anticipate," "should," "planned," "estimated" and "potential," among others. Factors which could
cause results to differ materially from these forward-looking statements include, but are not limited to: our ability
to implement and generate expected ongoing annual savings from initiatives to advance our value-enhancing
strategy; changes in raw material and other costs and selling price increases; our ability to implement
improvements to and reduce costs associated with our supply chain; pension cost factors such as actuarial
assumptions, market performance and employee retirement decisions; changes in the price of our common stock,
and resulting impacts on our expenses for incentive compensation, stock options and certain employee benefits;
market demand for new and existing products; changes in our business environment, including actions of
competitors and changes in consumer preferences; changes in governmental laws and regulations, including
taxes; and risks and uncertainties related to our international operations.
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, 2005, filed on February 28,
2006;
(b) Our Quarterly Reports on Form 10-Q for the fiscal quarters ended April 2, 2006 and July 2, 2006; and
(c) Our Current Reports on Form 8-K filed on January 27, 2006, February 2, 2006, February 22, 2006,
March 15, 2006 and July 28, 2006.
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 (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
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Final Prospectus Supplement to Prospectus dated May 9, 2006
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.

S-1
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Final Prospectus Supplement to Prospectus dated May 9, 2006
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
$250,000,000 aggregate principal amount of 5.300% Notes due 2011.

$250,000,000 aggregate principal amount of 5.450% Notes due 2016.
Maturity
The 2011 Notes will mature on September 1, 2011.

The 2016 Notes will mature on September 1, 2016.
Interest Rate
The 2011 Notes will bear interest at a rate of 5.300% per year.

The 2016 Notes will bear interest at a rate of 5.450% 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 March 1 and September 1 of
each year, beginning March 1, 2007. Interest will accrue from August
28, 2006.
Ranking
The Notes will be our unsecured, unsubordinated indebtedness and will
rank on parity with all of our other unsecured, unsubordinated
indebtedness.
Optional Redemption
We may redeem each series of the 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 applicable series of the 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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Final Prospectus Supplement to Prospectus dated May 9, 2006
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 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 Bank, S.A./N.
V., as operator of Euroclear. The Notes will be issued only in minimum
denominations of $2,000 and integral multiples of $1,000 in excess
thereof.

S-2
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Final Prospectus Supplement to Prospectus dated May 9, 2006
Table of Contents
Use of Proceeds
We intend to use the net proceeds of this offering to repay a portion of
our outstanding indebtedness under our short-term commercial paper
program. Until the net proceeds have been used to repay a portion of our
indebtedness under our short-term commercial paper program, they will
be invested in short-term marketable securities.

Citibank, N.A. (the "Trustee").
Trustee

We expect that the Notes will be rated "A+" by Standard & Poor's
Ratings
Ratings ("S&P") and "A1" by Moody's Investors Service ("Moody's").
The ratings of the Notes do not constitute a recommendation to buy, sell
or hold the Notes and may be subject to revision or withdrawal at any
time by the respective rating organization.

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

An investment in the Notes involves risks. See "Forward-Looking
Risks
Statements."

S-3
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Final Prospectus Supplement to Prospectus dated May 9, 2006
Table of Contents
THE HERSHEY COMPANY
We, our wholly-owned subsidiaries and entities in which we have a controlling financial interest are engaged in
the manufacture, distribution and sale of confectionery, snack, refreshment and grocery products. We were
organized under the laws of the State of Delaware on October 24, 1927, as a successor to a business founded in
1894 by Milton S. Hershey.
Our principal product groups include: confectionery and snack products sold in the form of bar goods, bagged
items and boxed items; refreshment products sold in the form of gum and mints; and grocery products in the form
of baking ingredients, chocolate drink mixes, peanut butter, dessert toppings and beverages. We are the leader in
the U.S. confectionery market and are a leader in many of the other product groups in the United States. We are
also a leader in many of these product groups in Canada and Mexico. Operating profit margins vary among
individual products and product groups.
We manufacture confectionery and snack products in a variety of packaged forms and market them under more
than 50 brands. The different packaged forms include various arrangements of the same bar products, such as
boxes, trays and bags, as well as a variety of different sizes and weights of the same bar products, such as snack
size, standard, king size, large and giant bars.
We also manufacture and/or market refreshment products as well as grocery products in the baking, beverage,
peanut butter and toppings categories. HERSHEY'S chocolate and strawberry flavored milks are produced and
sold under license by various dairies throughout the United States. Baking and various other products are
produced and sold under the HERSHEY'S and REESE'S brand names by third parties that have been granted
licenses by us to use these trademarks.
We have license agreements with several companies to manufacture and/or sell products worldwide. Among the
more significant are agreements with affiliated companies of Cadbury Schweppes p.l.c. to manufacture and/or
market and distribute YORK, PETER PAUL ALMOND JOY and PETER PAUL MOUNDS confectionery products
worldwide as well as CADBURY and CARAMELLO confectionery products in the United States. Our rights under
these agreements are extendible on a long-term basis at our option. We also have an agreement with Société des
Produits Nestlé SA, which licenses us to manufacture and distribute KIT KAT and ROLO confectionery products
in the United States. Our rights under this agreement are extendible on a long-term basis at our option. We have
an agreement with an affiliate of Huhtamäki Oy pursuant to which we license the use of certain trademarks,
including GOOD & PLENTY, HEATH, JOLLY RANCHER, MILK DUDS, PAYDAY and WHOPPERS for
confectionery products worldwide. Our rights under this agreement are extendible on a long-term basis at our
option.
Our products are sold primarily to wholesale distributors, chain grocery stores, mass merchandisers, chain drug
stores, vending companies, wholesale clubs, convenience stores, dollar stores and concessionaires by full-time
sales representatives, food brokers and part-time retail sales merchandisers throughout the United States, Canada
and Mexico.
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Document Outline

sec.gov
- #1">Final Prospectus Supplement to Prospectus dated May 9, 2006