Obligation Hershey's 4.125% ( US427866AR98 ) en USD

Hershey's

100 % ⇌

Etas-Unis

US427866AR98 ( en USD )

4.125% par an ( paiement semestriel )

01/12/2020 - Obligation échue

Prospectus brochure de l'obligation Hersheys US427866AR98 en USD 4.125%, échue

1 000 USD

350 000 000 USD

427866AR9

N/A

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

L'obligation américaine Hershey's (ISIN : US427866AR98, CUSIP : 427866AR9), d'une taille totale de 350 000 000 USD, émise à un taux d'intérêt de 4,125% et échéant le 01/12/2020, avec un paiement semestriel et un prix actuel au marché de 100%, a été remboursée à son échéance.

Prospectus Supplement dated December 8, 2010
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424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT DATED DECEMBER 8, 2010
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-159246
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of
to be Registered
Offering Price
Registration Fee(1)(2)
Debt Securities
$350,000,000
$24,955

(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. 333-159246) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.

P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated May 14, 2009)

$350,000,000 4.125% Notes due December 1, 2020

The Hershey Company is offering $350,000,000 aggregate principal amount of its 4.125% notes due December 1, 2020 (the "Notes"). Interest on the Notes is
payable on June 1 and December 1 of each year, beginning June 1, 2011. 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.
We may redeem some or all of the Notes at the redemption price 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."
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.
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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" on page S-9 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 (1)
Per Note

99.839%
0.450%
99.389%
Total

$349,436,500

$1,575,000

$
347,861,500
(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 December 13, 2010.

Joint Book-Running Managers

BofA Merrill Lynch
UBS Investment Bank
J.P. Morgan
Senior Co-Manager
Barclays Capital
Co-Managers
Citigroup Global Markets Inc.
PNC Capital Markets LLC
SMBC Nikko Capital Markets, Ltd
The Williams Capital Group, L.P.
CIBC World Markets
US Bank Investments, Inc.
December 8, 2010
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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
Notice to Investors in the United Kingdom

S-2
The Hershey Company

S-3
Summary of the Offering

S-7
Risk Factors

S-9
Debt Tender Offer

S-10
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-20
Underwriting

S-23
Legal Matters

S-25
Experts

S-25
Prospectus

Page
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
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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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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, 2009.
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, 2009, filed on February 19, 2010;

(b) our Quarterly Reports on Form 10-Q for the fiscal quarters ended April 4, 2010 (filed on May 12, 2010), July 4, 2010 (filed on August 11, 2010) and October 3,

2010 (filed on November 10, 2010); and

(c) our Current Reports on Form 8-K, filed on February 25, 2010, May 6, 2010, October 7, 2010 and November 5, 2010.
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.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
In any Member State of the European Economic Area that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any
Member State, 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.

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Table of Contents
This Prospectus Supplement and the accompanying Prospectus have been prepared on the basis that any offer of Notes in any Member State of the European
Economic Area that has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive,
as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make
any offer within the European Economic Area of Notes may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a
prospectus pursuant to Article 3 of the Prospectus Directive. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of Notes in
circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This Prospectus Supplement and the accompanying Prospectus are only being distributed to and directed at (i) persons who are outside the United Kingdom or
(ii) to 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 companies and other persons to whom they 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"). The Notes are only 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 and the accompanying Prospectus or
any of their contents.

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Table of Contents
THE HERSHEY COMPANY
We, our wholly-owned subsidiaries and entities in which we have a controlling financial interest are engaged in manufacturing, marketing, selling and distributing
chocolate, confectionery products, pantry items and gum and mint refreshment 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.
We are the largest producer of quality chocolate in North America and a global leader in chocolate and sugar confectionery. Our principal product groups include
chocolate and confectionery products; snack products; gum and mint refreshment products; and pantry items, such as baking ingredients, toppings and beverages.
Reportable Segment
We operate as a single reportable segment in manufacturing, marketing, selling and distributing various package types of chocolate and confectionery products,
pantry items, and gum and mint refreshment products under more than 80 brand names. Our five operating segments comprise geographic regions including the United
States, Canada, Mexico, Brazil and other international locations, such as India, Korea, Japan, the Middle East, China and the Philippines. We market confectionery
products in approximately 50 countries worldwide.
For segment reporting purposes, we aggregate our operations in the Americas, which comprise the United States, Canada, Mexico and Brazil. We base this
aggregation on similar economic characteristics; products and services; production processes; types or classes of customers; distribution methods; and the similar nature
of the regulatory environment in each location. We aggregate our other international operations with the Americas to form one reportable segment. When combined, our
other international operations share most of the aggregation criteria and represent less than 10% of consolidated revenues, operating profits and assets.
Selling and Marketing Organization
Our selling and marketing organization is comprised of Hershey North America, Hershey International and the Global Marketing Group. This organization is
designed to:

· Leverage our marketing and sales leadership in the United States and Canada;

· Focus on key strategic growth areas in global markets; and

· Build capabilities that capitalize on unique consumer and customer trends.
Hershey North America
Hershey North America has responsibility for continuing to build our chocolate and confectionery market position, while capitalizing on our scale in the U.S. and
Canada. This organization leverages our ability to capitalize on the unique consumer and customer trends within each country. This includes developing and
growing our business in our chocolate, sugar confectionery, refreshment, pantry, and food service product lines. A component of Hershey North America, The
Hershey Experience, manages our retail operations within the United States that include Hershey's Chocolate World in Hershey, Pennsylvania; Hershey's Times
Square in New York, New York; and Hershey's Chicago in Chicago, Illinois.
Hershey International
Hershey International markets chocolate and confectionery products, beverages and pantry items worldwide and has responsibility for pursuing profitable growth
opportunities in key markets, primarily in Latin America and Asia. This organization is responsible for international subsidiaries that manufacture, import, market,
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sell or distribute chocolate, confectionery and beverage products in Mexico, Brazil and India.

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Hershey International manufactures confectionery products for the markets in Asia, particularly in China, under a manufacturing agreement with Lotte
Confectionery Co., Ltd.
A component of Hershey International, International Marketing and Innovation, manages our Hershey's Shanghai retail attraction in Shanghai, China.
Global Marketing Group
Our Global Marketing Group has responsibility for building global brands, developing transformational growth platforms, brand positioning and portfolio strategy.
This organization also develops market-specific insights, strategies and platform innovation for Hershey North America and Hershey International.
Products
United States
The primary chocolate and confectionery products we sell in the United States include the following:

Under the HERSHEY'S brand franchise:
HERSHEY'S milk chocolate bar
HERSHEY'S BLISS chocolates
HERSHEY'S milk chocolate bar with almonds
HERSHEY'S COOKIES `N' CRÈME candy bar
HERSHEY'S Extra Dark chocolates
HERSHEY'S COOKIES `N' CRÈME drops candy
HERSHEY'S MINIATURES chocolate candy
HERSHEY'S POT OF GOLD boxed chocolates
HERSHEY'S NUGGETS chocolates
HERSHEY'S SUGAR FREE chocolate candy
HERSHEY'S drops chocolate
HERSHEY'S HUGS candies
Under the REESE'S brand franchise:
REESE'S peanut butter cups
REESE'S SUGAR FREE peanut butter cups
REESE'S peanut butter cup minis
REESE'S crispy crunchy bar
REESE'S PIECES candy
REESE'S WHIPPS nougat bar
REESE'S BIG CUP peanut butter cups
REESESTICKS wafer bars
REESE'S NUTRAGEOUS candy bar
FAST BREAK candy bar
REESE'S Clusters candy
Under the KISSES brand franchise:
HERSHEY'S KISSES brand milk chocolates
HERSHEY'S KISSES brand milk chocolates filled
HERSHEY'S KISSES brand milk chocolates with
with caramel
almonds
HERSHEY'S KISSES brand SPECIAL DARK
HERSHEY'S KISSES brand chocolate meltaway
dark chocolates
milk chocolates
HERSHEY'S KISSES brand milk chocolates with
cherry cordial crème
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