Obligation Hershey's 3.1% ( US427866BA54 ) en USD

Hershey's

100 % ▼

Etas-Unis

US427866BA54 ( en USD )

3.1% par an ( paiement semestriel )

15/05/2021 - Obligation échue

Prospectus brochure de l'obligation Hersheys US427866BA54 en USD 3.1%, échue

2 000 USD

350 000 000 USD

427866BA5

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.

Une analyse rétrospective révèle les caractéristiques de l'obligation de type Corporate Bond émise par The Hershey Company, un acteur majeur de l'industrie agroalimentaire américaine et chef de file reconnu dans la production de chocolat et de confiseries, dont l'émission était domiciliée aux États-Unis. Identifiée par le code ISIN US427866BA54 et le code CUSIP 427866BA5, cette émission libellée en USD présentait un taux d'intérêt fixe de 3,1%. Le montant total de l'émission s'élevait à 350 millions de dollars, avec une taille minimale d'achat fixée à 2 000 dollars, et les paiements d'intérêts étaient effectués avec une fréquence semi-annuelle (2 fois par an). La qualité de crédit de l'émetteur, The Hershey Company, était évaluée par les agences de notation financières Standard & Poor's qui lui attribuait une note de 'A', tandis que Moody's la classait 'A1'. Ces notations, toutes deux considérées comme de qualité 'investissement', reflétaient une forte capacité de l'entreprise à honorer ses obligations financières. L'obligation, dont la date de maturité était fixée au 15 mai 2021, a atteint son terme et a été intégralement remboursée à sa valeur nominale de 100% du capital investi, confirmant ainsi le respect de ses engagements par l'émetteur et finalisant le cycle de vie de cette émission obligataire.

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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

$1,200,000,000

$149,400

(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)
$1,200,000,000

$350,000,000 2.900% Notes due May 15, 2020
$350,000,000 3.100% Notes due May 15, 2021
$500,000,000 3.375% Notes due May 15, 2023

The Hershey Company is offering $350,000,000 aggregate principal amount of its 2.900% notes due 2020 (the "2020 Notes"), $350,000,000 aggregate principal
amount of its 3.100% notes due 2021 (the "2021 Notes") and $500,000,000 aggregate principal amount of its 3.375% notes due 2023 (the "2023 Notes"). The 2020
Notes, the 2021 Notes and the 2023 Notes are collectively referred to herein as the "Notes," unless the context otherwise requires. Interest on the Notes is payable on
May 15 and November 15 of each year, beginning November 15, 2018. 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 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-6 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 2020 Note

99.934%

0.200%

99.734%
Total

$
349,769,000
$
700,000
$
349,069,000
Per 2021 Note

99.931%

0.250%

99.681%
Total

$
349,758,500
$
875,000
$
348,883,500
Per 2023 Note

99.958%

0.350%

99.608%
Total

$
499,790,000
$
1,750,000
$
498,040,000

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

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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 May 10, 2018.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

RBC Capital Markets
Senior Co-Managers

J.P. Morgan

PNC Capital Markets LLC
Co-Managers

CIBC Capital Markets

Santander
US Bancorp
The Williams Capital Group, L.P.
Bradesco BBI
Loop Capital Markets
May 3, 2018
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-6
Use of Proceeds
S-8
Capitalization
S-9
Selected Consolidated Financial Information
S-10
Ratio of Earnings to Fixed Charges
S-11
Description of Notes
S-12
Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders
S-19
Certain ERISA Considerations
S-22
Underwriting
S-24
Legal Matters
S-30
Experts
S-30
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
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Plan of Distribution

14
Legal Matters

15
Experts

15

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.

i
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, 2017 and our Quarterly
Report on Form 10-Q for the quarterly period ended April 1, 2018.
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, 2017, filed on February 27, 2018;

(b)
our Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2018, filed on April 26, 2018; and

(c)
our Current Reports on Form 8-K, filed on January 9, 2018, January 24, 2018, January 31, 2018 and February 22, 2018.
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.

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 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 80
countries worldwide.
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Reportable Segment
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 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 88% of our 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 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),
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 and Brands
Our principal product 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, popcorn and
protein bars and cookies.

·
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. We also offer premium chocolate products, primarily in the United States, 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, 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, Krave meat snack
products, Popwell half-popped corn snacks, ready-to-eat SkinnyPop popcorn and other better-for-you snack brands such as Oatmega,
Paqui and Tyrrells.

S-2
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 Munching Monkey 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.

·
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 4.3% from 2013 to 2017, and retail sales of Reese's products alone grew 6%

in 2017 on a year over year basis. Sales of our recently acquired brands and products are also exhibiting strong growth. For example, retail
sales of barkTHINS, which we acquired in connection with the April 2016 acquisition of Ripple Brand Collective, LLC, grew
approximately 30% in 2017 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 2017, approximately 29% 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
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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.
Business Acquisition
In January 2018, we completed the acquisition of all of the outstanding shares of Amplify Snack Brands, Inc. ("Amplify"), a publicly traded
company based in Austin, Texas that owns several popular better-for-you snack brands such as SkinnyPop, Oatmega, Paqui and Tyrrells. At the time
of the acquisition, Amplify held the second largest share of the growing ready-to-eat popcorn market. The acquisition enables us to capture more
consumer snacking occasions by bringing scale and category management capabilities to the warehouse salty snack aisle. SkinnyPop is now our sixth
largest brand on a net sales basis.

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.

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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
$350,000,000 aggregate principal amount of 2.900% Notes due 2020.

$350,000,000 aggregate principal amount of 3.100% Notes due 2021.

$500,000,000 aggregate principal amount of 3.375% Notes due 2023.

Maturity Dates
The 2020 Notes will mature on May 15, 2020.

The 2021 Notes will mature on May 15, 2021.

The 2023 Notes will mature on May 15, 2023.

Interest Rate
The 2020 Notes will bear interest at a rate of 2.900% per year.

The 2021 Notes will bear interest at a rate of 3.100% per year.

The 2023 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 May 15 and November 15 of each year, beginning
November 15, 2018. Interest will accrue from May 10, 2018.

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 the 2020 Notes and the 2021 Notes in whole or in part at any time and from
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time to time at our option at a redemption price equal to the sum of (1) the principal amount
of the 2020 Notes or the 2021 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."

Prior to April 15, 2023, we may redeem the 2023 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 2023 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."

At any time on or after April 15, 2023, we may redeem the 2023 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."

S-4
Table of Contents
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.

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 a portion of the commercial paper
we issued to fund the acquisition of Amplify and pay related fees and expenses, 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."

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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, 2017, 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 agreements and may constitute a default under
agreements governing indebtedness incurred in the future. See "Description of Notes--Change of Control Offer."
The definition of Change of Control is limited.
The provisions of the Notes that relate to a Change of Control 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, may not constitute a Change of Control.
Even transactions involving a change in voting power or beneficial ownership of The Hershey Company 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 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" 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, we
will not be required to make an offer to repurchase the Notes, and you may be required to continue to hold your Notes despite the occurrence of such
events. If we were to enter into a

S-6
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significant corporate transaction that negatively affects the value and/or ratings of the Notes, but would not constitute a Change of Control Triggering
Event, you would not have any rights to require us to repurchase the Notes prior to their maturity, which also would adversely affect your investment. See
"Description of Notes--Change of Control Offer."
Active trading markets for the Notes may not develop or, if developed, be maintained.
We do not intend to list any series of the Notes on any securities exchange. We cannot assure you that active trading markets will develop or be
maintained for any series of the Notes. If active trading markets do develop for any series of 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.

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Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $1,193.9 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 a portion of the commercial paper we issued
to fund the acquisition of Amplify and pay related fees and expenses, and for general corporate purposes. As of April 1, 2018, we had $2,146,137,724 of
commercial paper outstanding with a weighted average interest rate of 1.8% and with a weighted average maturity of approximately 16 days. Until the net
proceeds have been used as described above, they will be held in time deposit accounts.

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Table of Contents
CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of April 1, 2018 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 April 1, 2018, incorporated by reference herein.

As of April 1, 2018

Actual

As Adjusted

(in thousands)

Cash and cash equivalents

$
476,434
$
476,434

Debt:

Short-term debt

2,246,485
1,052,593
Current portion of long-term debt

303,062

303,062
Long-term debt(a)

2,059,934
3,257,834

Total debt

4,609,481
4,613,489
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

925,965

925,965
Retained earnings

6,634,316
6,634,316
Treasury-Common Stock shares at cost: 150,559,192 shares

(6,593,579)
(6,593,579)
Accumulated other comprehensive loss

(354,475)

(354,475)
Noncontrolling interests in subsidiaries

17,527

17,527

Total stockholders' equity

989,655

989,655

Total capitalization

$ 5,599,136
$ 5,603,144

(a)
Includes assumed fees of $2.1 million for the issuance of the Notes.

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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, 2017, set forth below, has been derived from our audited consolidated financial statements. The
consolidated financial statements for the four years ended December 31, 2016 have been audited by KPMG LLP, an independent registered public
accounting firm. The consolidated financial statements for the year ended December 31, 2017 have been audited by Ernst & Young LLP, an independent
registered public accounting firm. Also included is consolidated financial information as of and for the three month periods ended April 1, 2018 and
April 2, 2017, which has been derived from our unaudited consolidated financial statements incorporated by reference herein.
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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, 2017. 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, 2017 and in our Quarterly Report on
Form 10-Q for the fiscal quarter ended April 1, 2018, each of which is incorporated by reference herein.

Three Months Ended

April 1,

April 2,

Year Ended December 31,

2018

2017

2017

2016

2015

2014

2013

(unaudited)

(in thousands, except per share data)

Summary of operations

Net Sales
$ 1,971,959 $ 1,879,678 $ 7,515,426 $ 7,440,181 $ 7,386,626 $ 7,421,768 $ 7,146,079
Net Income

350,203
125,044
782,981
720,044
512,951
846,912
820,470
Earnings Per Share of Common Stock:

--Basic

1.71
0.60
3.79
3.45
2.40
3.91
3.76
--Diluted

1.65
0.58
3.66
3.34
2.32
3.77
3.61
Dividends Paid on Common Stock Per Share

0.66
0.62
2.55
2.40
2.24
2.04
1.81
Period-end Position

Total Assets
7,332,798 5,342,385 5,553,726 5,524,333 5,344,371 5,622,870 5,349,724
Long-term Portion of Debt
2,059,934 2,350,941 2,061,023 2,347,455 1,557,091 1,542,317 1,787,378
Stockholders' Equity

989,655
845,453
931,565
827,687 1,047,462 1,519,530 1,616,052

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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.

Three Months

Ended

Year Ended December 31,

April 1,
April 2,

2018
2017
2017
2016
2015
2014
2013
Ratio of earnings to fixed charges(a)
13.22 7.05 10.50 11.25 9.48 13.30 13.23

(a)
For purposes of computing these ratios, (i) earnings consist of income from continuing operations before income taxes, plus fixed charges adjusted
for capitalized interest and (ii) fixed charges consist of interest expense and the portion of rents representative of the interest factor which is one-third
of rental expense for operating leases; the amortization of capitalized debt expense; and capitalized interest.
The foregoing information will be updated by the information relating to our Ratio of Earnings to Fixed Charges contained in our periodic reports
filed with the SEC, which will be incorporated by reference in this Prospectus at the time they are filed with the SEC. See "Where You Can Find More
Information" in our Base Prospectus regarding how you may obtain access to or copies of those filings.

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Table of Contents
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered hereby (referred to in the accompanying Prospectus as "Offered Securities")
supplements and, to the extent inconsistent therewith, replaces the description of the general terms and provisions of "Debt Securities" set forth in the
accompanying Prospectus, to which description reference is hereby made. Capitalized terms not otherwise defined herein shall have the meanings given to
them in the accompanying Prospectus.
General
The 2020 Notes will bear interest at a rate of 2.900% per year, the 2021 Notes will bear interest at a rate of 3.100% per year and the 2023 Notes will
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bear interest at a rate of 3.375% per year, each from May 10, 2018, payable semi-annually in arrears on each May 15 and November 15, beginning
November 15, 2018, to the persons in whose names the Notes are registered at the close of business on the preceding May 1 and November 1, respectively.
Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. The 2020 Notes will mature on May 15, 2020,
the 2021 Notes will mature on May 15, 2021 and the 2023 Notes will mature on May 15, 2023.
The 2020 Notes are offered hereby in the initial aggregate principal amount of $350,000,000, the 2021 Notes are offered hereby in the initial
aggregate principal amount of $350,000,000 and the 2023 Notes are offered hereby in the initial aggregate principal amount of $500,000,000. The Notes
will be issued only in book-entry form through the facilities of DTC, and will be in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof. Transfers or exchanges of beneficial interests in Notes in book-entry form may be effected only through a participating member of DTC,
including Clearstream Banking and Euroclear. See "--Global Securities" below. As described below under "--Global Securities," under certain
circumstances Notes may be issued in registered certificated form in exchange for the global securities (the "Global Securities"). In the event that Notes
are issued in registered certificated form, such Notes may be transferred or exchanged at the offices described in the immediately following paragraph.
Payments on the Notes issued in book-entry form will be made to DTC's nominee as the registered owner of the Global Securities. In the event the
Notes are issued in registered certificated form, principal and interest, if any, will be payable, the transfer of the Notes will be registrable and the Notes will
be exchangeable for Notes bearing identical terms and provisions, at the office of the Trustee in The City of New York designated for such purpose,
provided that payment of interest may be made at our option by check mailed to the address of the person entitled thereto as shown in the security register
for the Notes.
All payments on the Notes will be made to the persons in whose names the Notes are registered at the close of business on the Business Day
preceding an interest payment date. If an interest payment date or the maturity date of a series of Notes falls on a day that is not a Business Day, the
payment due on such interest payment date or such maturity date will be postponed to the next succeeding Business Day, and no further interest will accrue
in respect of such postponement. Unless otherwise specified in connection with a particular offering of debt securities, in this paragraph, "Business Day"
means any day which is a day on which commercial banks settle payments and are open for general business in New York.
We may, from time to time, without the consent of the existing holders of the Notes, issue additional Notes of each series of the Notes under the
Indenture 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; provided that unless such additional Notes are issued under a separate CUSIP number, such additional Notes
must be issued with no more than de minimis original issue discount or otherwise issued in a qualified reopening for U.S. federal income tax purposes.
The Notes will be our unsecured, unsubordinated indebtedness and will rank on parity with all of our other unsecured, unsubordinated indebtedness.
The Notes do not provide for any sinking fund.

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Optional Redemption
We may, at our option, redeem the 2020 Notes and the 2021 Notes at any time and from time to time, in whole or in part, at a redemption price equal
to the sum of (1) the principal amount of the 2020 Notes or the 2021 Notes being redeemed plus accrued and unpaid interest, if any, up to but excluding the
redemption date and (2) the Make-Whole Amount (as defined below), if any.
Prior to April 15, 2023, we may, at our option, redeem the 2023 Notes at any time and from time to time, in whole or in part, at a redemption price
equal to the sum of (1) the principal amount of the 2023 Notes being redeemed plus accrued and unpaid interest, if any, up to but excluding the redemption
date and (2) the Make-Whole Amount, if any.
At any time on or after April 15, 2023, we may redeem the 2023 Notes in whole or in part at a redemption price equal to 100% of the principal
amount thereof plus accrued and unpaid interest, if any, up to but excluding the redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date).
If we have given notice as provided in the Indenture and funds for the redemption of each series of the Notes called for redemption have been made
available on the redemption date, such Notes will cease to bear interest on the date fixed for redemption. Thereafter, the only right of holders of such Notes
will be to receive payment of the redemption price.
We will give notice of any optional redemption to holders at their addresses, as shown in the security register for such Notes, not more than 45 days
nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the redemption price and the
principal amount of the Notes held by such holder to be redeemed.
If less than all of each series of the Notes are to be redeemed, we will give the Trustee at least 60 days' prior notice of the redemption date and of the
aggregate principal amount of the applicable series of the Notes to be redeemed, and the Trustee will select the Notes or portions of the Notes to be
redeemed either pro rata or by such method as the Trustee deems fair and appropriate; provided that if, at the time of redemption, such Notes are registered
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