View Filing Data

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 29, 2013	Oct. 18, 2013
Document And Entity Information [Abstract]
Entity Registrant Name	HERSHEY CO
Entity Central Index Key	0000047111
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 29, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Common Class A
Entity Common Stock, Shares Outstanding		162,967,134
Common Class B
Entity Common Stock, Shares Outstanding		60,628,572

CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2013	Sep. 30, 2012	Sep. 29, 2013	Sep. 30, 2012
Net Sales	$ 1,853,886	$ 1,746,709	$ 5,189,826	$ 4,893,217
Costs and Expenses
Cost of sales	998,335	1,003,952	2,766,364	2,788,543
Selling, marketing and administrative	481,986	420,972	1,378,725	1,217,939
Business realignment and impairment charges, net	2,929	20,055	13,367	28,204
Total costs and expenses	1,483,250	1,444,979	4,158,456	4,034,686
Income before Interest and Income Taxes	370,636	301,730	1,031,370	858,531
Interest expense, net	21,759	24,535	66,486	72,903
Income before Income Taxes	348,877	277,195	964,884	785,628
Provision for income taxes	115,892	100,479	330,489	274,576
Net Income	$ 232,985	$ 176,716	$ 634,395	$ 511,052
Average Shares Outstanding - Basic - Common Stock	223,993	225,316	224,112	225,396
Average Shares Outstanding - Diluted	226,887	228,608	227,149	228,701
Common Stock
Costs and Expenses
Earnings Per Share - Basic	$ 1.07	$ 0.80	$ 2.91	$ 2.33
Earnings Per Share - Diluted	$ 1.03	$ 0.77	$ 2.79	$ 2.23
Average Shares Outstanding - Basic - Common Stock	163,364	164,686	163,483	164,766
Cash Dividends Paid Per Share
Common Stock	$ 0.485	$ 0.380	$ 1.325	$ 1.140
Common Class B
Costs and Expenses
Earnings Per Share - Basic	0.96	0.73	2.63	2.11
Earnings Per Share - Diluted	$ 0.95	$ 0.73	$ 2.61	$ 2.09
Average Shares Outstanding - Basic - Common Stock	60,629	60,630	60,629	60,630
Cash Dividends Paid Per Share
Common Stock	$ 0.435	$ 0.344	$ 1.195	$ 1.032

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2013	Sep. 30, 2012	Sep. 29, 2013	Sep. 30, 2012
Net Income	$ 232,985	$ 176,716	$ 634,395	$ 511,052
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	1,053	10,815	(17,928)	12,477
Pension and postretirement benefit plans	6,160	(853)	19,781	11,755
Cash flow hedges, net of tax:
Gains (Losses) on cash flow hedging derivatives	57,345	35,682	61,355	34,913
Reclassification adjustments	(2,687)	14,644	3,081	47,947
Total other comprehensive income, net of tax	61,871	60,288	66,289	107,092
Comprehensive income	$ 294,856	$ 237,004	$ 700,684	$ 618,144

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 29, 2013	Dec. 31, 2012
Assets
Cash and cash equivalents	$ 701,328	$ 728,272
Accounts receivable - trade	659,740	461,383
Inventories	762,635	633,262
Deferred income taxes	73,352	122,224
Prepaid Expense and Other Assets, Current	178,639	168,344
Total current assets	2,375,694	2,113,485
Property, Plant and Equipment, at cost	3,665,692	3,560,626
Less-accumulated depreciation and amortization	(1,945,872)	(1,886,555)
Net property, plant and equipment	1,719,820	1,674,071
Goodwill	580,335	588,003
Other Intangibles	200,938	214,713
Deferred Income Taxes	18,915	12,448
Other Assets	182,217	152,119
Total assets	5,077,919	4,754,839
Liabilities
Accounts Payable	481,593	441,977
Accrued liabilities	630,422	650,906
Accrued income taxes	38,629	2,329
Short-term debt	107,064	118,164
Current portion of long-term debt	3,060	257,734
Total current liabilities	1,260,768	1,471,110
Long-term Debt	1,796,263	1,530,967
Other Long-term Liabilities	637,042	668,732
Deferred Income Taxes	33,271	35,657
Total liabilities	3,727,344	3,706,466
The Hershey Company Stockholder's Equity
Preferred Stock, shares issued: none in 2013 and 2012	0	0
Common Stock, shares issued: 299,273,172 in 2013 and 299,272,927 in 2012	299,272	299,272
Class B Common Stock, shares issued: 60,628,572 in 2013 and 60,628,817 in 2012	60,629	60,629
Additional Paid in Capital	645,727	592,975
Retained earnings	5,373,743	5,027,617
Treasury-Common Stock shares at cost: 136,320,560 in 2013 and 136,115,714 in 2012	(4,721,625)	(4,558,668)
Accumulated other comprehensive loss	(318,787)	(385,076)
The Hershey Company Total Stockholders' Equity	1,338,959	1,036,749
Noncontrolling interests in subsidiaries	11,616	11,624
Total stockholders' equity	1,350,575	1,048,373
Total liabilities and stockholders' equity	$ 5,077,919	$ 4,754,839

CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Sep. 29, 2013	Dec. 31, 2012
STOCKHOLDERS' EQUITY
Preferred Stock, shares issued	0	0
Common Stock, shares issued	299,273,172	299,272,927
Class B Common Stock, shares issued	60,628,572	60,628,817
Treasury-Common Stock shares held at cost	136,320,560	136,115,714

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 29, 2013	Sep. 30, 2012
Cash Flows Provided from (Used by) Operating Activities
Net Income	$ 634,395	$ 511,052
Adjustments to Reconcile Net Income to Net Cash Provided from Operations
Depreciation and amortization	150,557	162,848
Stock-based compensation expense, net of tax	39,582	37,364
Excess tax benefits from exercise of stock options	(42,899)	(28,190)
Deferred income taxes	(13,007)	12,189
Business realignment and impairment charges, net of tax	0	31,774
Contributions to pension plans	(48,150)	(21,309)
Changes in assets and liabilities, net of effects from business acquisitions
Accounts receivable - trade	(198,357)	(238,415)
Inventories	(132,773)	(84,302)
Accounts payable	62,777	38,206
Other assets and liabilities	171,589	184,690
Net Cash Flows Provided from Operating Activities	623,714	605,907
Cash Flows Provided from (Used by) Investing Activities
Capital Additions	(215,257)	(200,988)
Capitalized Software Additions	(13,063)	(12,990)
Proceeds from sales of property, plant and equipment	15,149	392
Loan to affiliate	(16,000)	(16,000)
Business acquisition	0	(172,856)
Net Cash Flows (Used by) Investing Activities	(229,171)	(402,442)
Cash Flows Provided from (Used by) Financing Activities
Net (decrease) increase in short-term debt	(7,086)	170,121
Long-term borrowings	250,767	1,722
Repayment of long-term debt	(250,422)	(98,398)
Cash dividends paid	(288,269)	(249,827)
Exercise of stock options	133,248	227,764
Excess tax benefits from exercise of stock options	42,899	28,190
Contributions from (net payments to) Noncontrolling Interests	2,940	(12,928)
Repurchase of Common Stock	(305,564)	(497,560)
Net Cash Flows (Used by) Financing Activities	(421,487)	(430,916)
(Decrease) in Cash and Cash Equivalents	(26,944)	(227,451)
Cash and Cash Equivalents, beginning of period	728,272	693,686
Cash and Cash Equivalents, end of period	701,328	466,235
Interest Paid	77,190	82,088
Income Taxes Paid	$ 240,305	$ 233,652

BASIS OF PRESENTATION	9 Months Ended
BASIS OF PRESENTATION	Sep. 29, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION	BASIS OF PRESENTATION Our unaudited consolidated financial statements provided in this report include the accounts of the Company and our majority-owned subsidiaries and entities in which we have a controlling financial interest after the elimination of intercompany accounts and transactions. We have a controlling financial interest if we own a majority of the outstanding voting common stock and the noncontrolling shareholders do not have substantive participating rights, or we have significant control over an entity through contractual or economic interests in which we are the primary beneficiary. We prepared these statements in accordance with the instructions to Form 10-Q. The financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim reporting. These statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our significant interim accounting policies include the recognition of a pro-rata share of certain estimated annual amounts primarily for raw material purchase price variances, advertising expense, incentive compensation expenses and the effective income tax rate. We included all adjustments (consisting only of normal recurring accruals) which we believe were considered necessary for a fair presentation. We reclassified certain prior year amounts to conform to the 2013 presentation. Operating results for the nine months ended September 29, 2013 may not be indicative of the results that may be expected for the year ending December 31, 2013, because of the seasonal effects of our business. For more information, refer to the consolidated financial statements and notes included in our 2012 Annual Report on Form 10-K.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2134480

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2209116

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2197480

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2122150

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=28200181&loc=SL6228881-111685

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 272
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 720
-SubTopic 15
-URI http://asc.fasb.org/subtopic&trid=2122524

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 915
-SubTopic 235
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6472506&loc=d3e38932-110933

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7668296&loc=d3e288-107754

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755

+ Details

BUSINESS ACQUISITIONS AND DIVESTITURES

9 Months Ended

Sep. 29, 2013

Business Combinations [Abstract]

BUSINESS ACQUISITIONS

Acquisitions of businesses are accounted for as purchases and, accordingly, their results of operations are included in the consolidated financial statements since the respective dates of the acquisitions. The purchase price for business acquisitions is allocated to the assets acquired and liabilities assumed.

In January 2012, we acquired all of the outstanding stock of Brookside Foods Ltd. (“Brookside”), a privately held confectionery company based in Abbottsford, British Columbia, Canada. As part of this transaction, we acquired two production facilities located in British Columbia and Quebec. The Brookside product line is primarily sold in the U.S. and Canada in a take home re-sealable pack type. The purchase price for the acquisition was approximately $172.9 million.

The excess purchase price over the estimated value of the net tangible and identifiable intangible assets was recorded to goodwill. The goodwill is not expected to be deductible for tax purposes. We included results subsequent to the acquisition date in the consolidated financial statements.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479

+ Details

NONCONTROLLING INTERESTS IN SUBSIDIARIES	9 Months Ended
NONCONTROLLING INTERESTS IN SUBSIDIARIES	Sep. 29, 2013
Noncontrolling Interest [Abstract]
NONCONTROLLING INTERESTS IN SUBSIDIARIES	NONCONTROLLING INTERESTS IN SUBSIDIARIES In May 2007, we entered into an agreement with Godrej Beverages and Foods, Ltd., a consumer goods, confectionery and food company, to manufacture and distribute confectionery products, snacks and beverages across India. Under the agreement, we owned a 51% controlling interest in Godrej Hershey Ltd. The noncontrolling interests in Godrej Hershey Ltd. were included in the equity section of the Consolidated Balance Sheets. In September 2012, we acquired the remaining 49% interest in Godrej Hershey Ltd. for approximately $15.8 million. Since the Company had a controlling interest in Godrej Hershey Ltd., the difference between the amount paid and the carrying amount of the noncontrolling interest of $10.3 million was recorded as a reduction to additional paid-in capital and the noncontrolling interest in Godrej Hershey Ltd. was eliminated as of September 30, 2012. We own a 51% controlling interest in Hershey do Brasil under a cooperative agreement with Pandurata Netherlands B.V. (“Bauducco”), a leading manufacturer of baked goods in Brazil whose primary brand is Bauducco. During the first nine months of 2013 and 2012, the Company and Bauducco each contributed cash of approximately $2.9 million to Hershey do Brasil. The noncontrolling interest in Hershey do Brasil is included in the equity section of the Consolidated Balance Sheets. Noncontrolling interests in subsidiaries was $11.6 million as of December 31, 2012 and September 29, 2013 reflecting the impact of noncontrolling interests’ share of losses of this entity, as well as the impact of currency translation adjustments. These decreases were offset by the impact of the cash contributed by Bauducco. The share of losses pertaining to the noncontrolling interests in subsidiaries was $1.9 million for the nine months ended September 29, 2013 and $10.4 million for the nine months ended September 30, 2012. This was reflected in selling, marketing and administrative expenses.

STOCK COMPENSATION PLAN

9 Months Ended

Sep. 29, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK COMPENSATION PLANS

The Hershey Company Equity and Incentive Compensation Plan (“EICP”) is the plan under which grants using shares for compensation and incentive purposes are made. The following table summarizes our stock compensation costs:



	For the Three Months Ended				For the Nine Months Ended
In millions of dollars	September 29, 2013		September 30, 2012		September 29, 2013		September 30, 2012
Total compensation amount charged against income for stock options, performance stock units (“PSUs”) and restricted stock units ("RSUs")	$	13.6	$	12.8	$	39.6	$	37.4
Total income tax benefit recognized in the Consolidated Statements of Income for share-based compensation	$	4.5	$	4.6	$	13.6	$	13.1

The increase in share-based compensation expense for the third quarter and first nine months of 2013 was driven primarily by an increase in the compensation amount upon which the number of stock-based awards granted in 2013 was based.

Stock Options

A summary of the status of our stock options as of September 29, 2013, and the change during 2013 is presented below:



	For the Nine Months Ended September 29, 2013
Stock Options	Shares		Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term
Outstanding at beginning of the period	10,553,914		$48.08	6.1 years
Granted	1,763,874		$81.86
Exercised	(2,970,120	)	$45.09
Forfeited	(314,886	)	$64.42
Outstanding as of September 29, 2013	9,032,782		$55.11	6.4 years
Options exercisable as of September 29, 2013	4,619,554		$46.41	4.7 years



	For the Nine Months Ended
	September 29, 2013	September 30, 2012
Weighted-average fair value of options granted (per share)	$14.48	$10.59
Intrinsic value of options exercised (in millions of dollars)	$117.5	$108.2

We estimated the fair value of each stock option grant on the date of the grant using a Black-Scholes option-pricing model and the weighted-average assumptions set forth in the following table:



	For the Nine Months Ended
	September 29, 2013		September 30, 2012
Dividend yields	2.2	%	2.4	%
Expected volatility	22.2	%	22.4	%
Risk-free interest rates	1.4	%	1.5	%
Expected lives in years	6.6		6.6

As of September 29, 2013, the aggregate intrinsic value of options outstanding was $334.8 million and the aggregate intrinsic value of options exercisable was $211.4 million.

As of September 29, 2013, there was $26.6 million of total unrecognized compensation cost related to non-vested stock option compensation arrangements granted under our stock option plans. That cost is expected to be recognized over a weighted-average period of 2.3 years.

Performance Stock Units and Restricted Stock Units

A summary of the status of our PSUs and RSUs as of September 29, 2013, and the change during 2013 is presented below:



Performance Stock Units and Restricted Stock Units	For the Nine Months Ended September 29, 2013		Weighted-average grant date fair value for equity awards or market value for liability awards
Outstanding at beginning of year	1,720,577		$56.71
Granted	371,695		$88.11
Performance assumption change	187,895		$83.40
Vested	(733,178	)	$49.88
Forfeited	(120,533	)	$72.35
Outstanding as of September 29, 2013	1,426,456		$71.76

The table above excludes PSU awards for 40,812 units as of December 31, 2012 and 29,422 units as of September 29, 2013 for which the measurement date has not yet occurred for accounting purposes.

The following table sets forth information about the fair value of the PSUs and RSUs granted for potential future distribution to employees and directors during the year. In addition, the table provides assumptions used to determine the fair value of the market-based total shareholder return component of the PSU grants using a Monte Carlo simulation model on the date of grant:



	For the Nine Months Ended
	September 29, 2013			September 30, 2012
Units granted	371,695			445,892
Weighted-average fair value at date of grant	$	88.11		$	64.07
Monte Carlo simulation assumptions:
Estimated values	$	55.49		$	35.62
Dividend yields	2.0		%	2.5		%
Expected volatility	17.1		%	20.0		%

As of September 29, 2013, there was $45.3 million of unrecognized compensation cost relating to non-vested PSUs and RSUs. We expect to recognize that cost over a weighted-average period of 2.1 years.



	For the Nine Months Ended
	September 29, 2013		September 30, 2012
Intrinsic value of share-based liabilities paid, combined with the fair value of shares vested (in millions of dollars)	$	60.5	$	36.2

The higher amount in 2013 was primarily due to the higher stock price at distribution in the first nine months of 2013 compared with first nine months of 2012.

Deferred performance stock units, deferred restricted stock units, and directors’ fees and accumulated dividend amounts representing deferred stock units totaled 607,657 units as of September 29, 2013. Each unit is equivalent to one share of the Company’s Common Stock.

No stock appreciation rights were outstanding as of September 29, 2013.

For more information on our stock compensation plans, refer to the consolidated financial statements and notes included in our 2012 Annual Report on Form 10-K and our proxy statement for the 2013 annual meeting of stockholders.

INTEREST EXPENSE

9 Months Ended

Sep. 29, 2013

Interest Expense [Abstract]

INTEREST EXPENSE

Net interest expense consisted of the following:



	For the Three Months Ended						For the Nine Months Ended
	September 29, 2013			September 30, 2012			September 29, 2013			September 30, 2012
In thousands of dollars
Interest expense	$	22,838		$	26,019		$	69,619		$	79,893
Interest income	(696		)	(585		)	(2,109		)	(1,935		)
Capitalized interest	(383		)	(899		)	(1,024		)	(5,055		)
Interest expense, net	$	21,759		$	24,535		$	66,486		$	72,903

BUSINESS REALIGNMENT AND IMPAIRMENT CHARGES

9 Months Ended

Sep. 29, 2013

Restructuring and Related Activities [Abstract]

BUSINESS REALIGNMENT AND IMPAIRMENT CHARGES

In June 2010, we announced Project Next Century (the “Next Century program”) as part of our ongoing efforts to create an advantaged supply chain and competitive cost structure. As part of the program, production was to transition from the Company's century-old facility at 19 East Chocolate Avenue in Hershey, Pennsylvania, to an expanded West Hershey facility, which was initially constructed in 1992. Production from the 19 East Chocolate Avenue plant, as well as a portion of the workforce, has transitioned to the West Hershey facility.

We estimate that the Next Century program will incur total pre-tax charges and non-recurring project implementation costs of $190 million to $200 million. This estimate includes $170 million to $180 million in pre-tax business realignment and impairment charges and approximately $20.0 million in project implementation and start-up costs. Total costs of $13.6 million were recorded in the first nine months of 2013, total costs of $76.3 million were recorded in 2012, total costs of $43.4 million were recorded in 2011 and total costs of $53.9 million were recorded in 2010.

Business realignment and impairment charges recorded during the three-month and nine-month periods ended September 29, 2013 and September 30, 2012 were as follows:



	For the Three Months Ended				For the Nine Months Ended
	September 29, 2013		September 30, 2012		September 29, 2013		September 30, 2012
In thousands of dollars
Cost of sales – Next Century program	$	62	$	5,158	$	209	$	38,041
Selling, marketing and administrative – Next Century program	1		587		18		2,138
Business realignment and impairment charges, net
Next Century program
Plant closure expenses	2,929		6,938		13,367		14,173
Pension settlement loss	—		13,117		—		13,117
Employee separation costs	—		—		—		914
Total business realignment and impairment charges, net	2,929		20,055		13,367		28,204
Total business realignment and impairment charges	$	2,992	$	25,800	$	13,594	$	68,383

Next Century Program

Plant closure expenses of $2.9 million and $13.4 million were recorded in the third quarter and first nine months of 2013, respectively, primarily related to costs associated with the demolition of a former manufacturing facility.

A charge of $5.2 million was recorded in cost of sales during the third quarter of 2012 related primarily to the accelerated depreciation of fixed assets over a reduced remaining useful life and start-up costs associated with the Next Century program. A charge of $0.6 million was recorded in selling, marketing and administrative expenses in the third quarter of 2012 related primarily to project administration for the Next Century program. Expenses of $6.9 million were recorded in the third quarter of 2012 primarily related to costs associated with the closure of a manufacturing facility and the relocation of production lines. The level of lump sum withdrawals during the first nine months of 2012 from one of the Company's pension plans by employees retiring or leaving the Company resulted in a non-cash pension settlement loss of $13.1 million recorded in the third quarter of 2012.

A charge of $38.0 million was recorded in cost of sales during the first nine months of 2012 related primarily to start-up costs associated with the Next Century program and accelerated depreciation of fixed assets over a reduced remaining useful life. A charge of $2.1 million was recorded in selling, marketing and administrative expenses during the first nine months of 2012 related primarily to project administration for the Next Century program. Expenses of $14.2 million were recorded during the first nine months of 2012 primarily related to costs associated with the closure of a manufacturing facility and the relocation of production lines. Employee separation costs of $0.9 million for the Next Century program in the first nine months of 2012 were related to expected voluntary and involuntary terminations.

The September 29, 2013 liability balance relating to the Next Century program was $1.0 million for estimated building remediation and employee separation costs which were recorded in 2010 and 2011. During the first nine months of 2013, we made payments against the liabilities of $6.6 million primarily related to employee separation costs.

EARNINGS PER SHARE

9 Months Ended

Sep. 29, 2013

Earnings Per Share [Abstract]

EARNINGS PER SHARE

We compute Basic and Diluted Earnings Per Share based on the weighted-average number of shares of the Common Stock and the Class B Common Stock outstanding as follows:



	For the Three Months Ended				For the Nine Months Ended
	September 29, 2013		September 30, 2012		September 29, 2013		September 30, 2012
In thousands except per share amounts
Net income	$	232,985	$	176,716	$	634,395	$	511,052
Weighted-average shares - Basic
Common Stock	163,364		164,686		163,483		164,766
Class B Common Stock	60,629		60,630		60,629		60,630
Total weighted- average shares - Basic	223,993		225,316		224,112		225,396
Effect of dilutive securities:
Employee stock options	2,431		2,641		2,488		2,641
Performance and restricted stock units	463		651		549		664
Weighted-average shares - Diluted	226,887		228,608		227,149		228,701
Earnings Per Share - Basic
Class B Common Stock	$	0.96	$	0.73	$	2.63	$	2.11
Common Stock	$	1.07	$	0.80	$	2.91	$	2.33
Earnings Per Share - Diluted
Class B Common Stock	$	0.95	$	0.73	$	2.61	$	2.09
Common Stock	$	1.03	$	0.77	$	2.79	$	2.23

The Class B Common Stock is convertible into Common Stock on a share for share basis at any time. The calculation of earnings per share-diluted for the Class B Common Stock was performed using the two-class method and the calculation of earnings per share-diluted for the Common Stock was performed using the if-converted method.



	For the Three Months Ended		For the Nine Months Ended
	September 29, 2013	September 30, 2012	September 29, 2013	September 30, 2012
In millions
Stock options excluded from diluted earnings per share calculations because the effect would have been antidilutive	1.0	—	1.8	3.5

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

9 Months Ended

Sep. 29, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We account for derivative instruments in accordance with Financial Accounting Standards Board accounting standards which require us to recognize all derivative instruments at fair value. We classify derivatives as assets or liabilities on the balance sheet. As of September 29, 2013 and December 31, 2012, all of our derivative instruments were classified as cash flow hedges.

The fair value of derivative instruments in the Consolidated Balance Sheet as of September 29, 2013 was as follows:



Balance Sheet Caption	Interest Rate Swap Agreements		Foreign Exchange Forward Contracts and Options		Commodities Futures and Options Contracts
In thousands of dollars
Prepaid expense and other current assets	$	—	$	3,346	$	6,006
Other long-term assets	$	17,123	$	3,226	$	—
Accrued liabilities	$	—	$	8	$	—

The fair value of derivative instruments in the Consolidated Balance Sheet as of December 31, 2012 was as follows:



Balance Sheet Caption	Interest Rate Swap Agreements		Foreign Exchange Forward Contracts and Options		Commodities Futures and Options Contracts
In thousands of dollars
Prepaid expense and other current assets	$	—	$	2,119	$	—
Accrued liabilities	$	12,502	$	917	$	2,010
Other long-term liabilities	$	922	$	—	$	—

The fair value of the interest rate swap agreements represents the difference in the present values of cash flows calculated at the contracted interest rates and at current market interest rates at the end of the period. We calculate the fair value of interest rate swap agreements quarterly based on the quoted market price for the same or similar financial instruments.

The fair value of foreign exchange forward contracts and options is the amount of the difference between the contracted and current market foreign currency exchange rates at the end of the period. We estimate the fair value of foreign exchange forward contracts and options on a quarterly basis by obtaining market quotes of spot and forward rates for contracts with similar terms, adjusted where necessary for maturity differences.

As of September 29, 2013, prepaid expense and other current assets associated with commodities futures and options contracts were associated with cash transfers receivable on commodities futures contracts reflecting the change in quoted market prices on the last trading day for the period. We make or receive cash transfers to or from commodity futures brokers on a daily basis reflecting changes in the value of futures contracts on the IntercontinentalExchange or various other exchanges. These changes in value represent unrealized gains and losses.

The effect of derivative instruments on the Consolidated Statements of Income for the nine months ended September 29, 2013 was as follows:



Cash Flow Hedging Derivatives	Interest Rate Swap Agreements			Foreign Exchange Forward Contracts and Options		Commodities Futures and Options Contracts
In thousands of dollars
Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion)	$	21,515		$	6,501	$	69,670
Gains (losses) reclassified from accumulated OCI into income (effective portion) (a)	$	(2,858	)	$	3,382	$	(5,500	)
Gains (losses) recognized in income (ineffective portion) (b)	$	—		$	—	$	3,271

The effect of derivative instruments on the Consolidated Statements of Income for the nine months ended September 30, 2012 was as follows:



Cash Flow Hedging Derivatives	Interest Rate Swap Agreements			Foreign Exchange Forward Contracts and Options			Commodities Futures and Options Contracts
In thousands of dollars
Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion)	$	(15,477	)	$	3,249		$	70,129
Gains (losses) reclassified from accumulated OCI into income (effective portion) (a)	$	(2,646	)	$	(2,563	)	$	(72,000	)
Gains (losses) recognized in income (ineffective portion) (b)	$	—		$	—		$	2,465

(a)

Gains (losses) reclassified from accumulated OCI into earnings were included in cost of sales for commodities futures and options contracts and for foreign exchange forward contracts and options designated as hedges of purchases of inventory. Other gains and losses for foreign exchange forward contracts and options were included in selling, marketing and administrative expenses. Gains (losses) reclassified from accumulated OCI into earnings were included in interest expense for interest rate swap agreements.


(b)	Gains (losses) recognized in earnings were included in cost of sales for commodities futures and options contracts.

All gains (losses) related to the ineffective portion of the hedging relationship were recognized in earnings. We recognized no components of gains and losses on cash flow hedging derivatives in income due to excluding such components from the hedge effectiveness assessment.

The amount of net gains on cash flow hedging derivatives, including interest rate swap agreements, foreign exchange forward contracts and options, and commodities futures and options contracts, expected to be reclassified into earnings in the next twelve months was approximately $16.6 million after tax as of September 29, 2013. This amount was primarily associated with commodities futures and options contracts.

For more information, refer to the consolidated financial statements and notes included in our 2012 Annual Report on Form 10-K.

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624171-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41620-113959

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624163-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5579240-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4D
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624177-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7668309&loc=d3e80784-113994

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41641-113959

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5579245-113959

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4H
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624258-113959

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7668309&loc=d3e80748-113994

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5708775-113959

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5708773-113959

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41635-113959

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4A
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5618551-113959

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5580258-113959

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4E
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624181-113959

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 25
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41638-113959

Reference 20: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

+ Details

COMPREHENSIVE INCOME

9 Months Ended

Sep. 29, 2013

Comprehensive Income Disclosure [Abstract]

COMPREHENSIVE INCOME

A summary of the components of comprehensive income (loss) is as follows:



	For the Three Months Ended
	September 29, 2013
	Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount
In thousands of dollars
Net income							$	232,985

Other comprehensive income (loss):
Foreign currency translation adjustments	$	1,053		—			1,053
Pension and post-retirement benefit plans (a)	9,930			(3,770		)	6,160
Cash flow hedges:
Gains on cash flow hedging derivatives	91,656			(34,311		)	57,345
Reclassification adjustments (b)	(4,342		)	1,655			(2,687		)

Total other comprehensive income	$	98,297		$	(36,426	)	61,871

Comprehensive income							$	294,856



	For the Three Months Ended
	September 30, 2012
	Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount
In thousands of dollars
Net income							$	176,716

Other comprehensive income (loss):
Foreign currency translation adjustments	$	10,815		$	—		10,815
Pension and post-retirement benefit plans (a)	(1,425		)	572			(853		)
Cash flow hedges:
Gains on cash flow hedging derivatives	58,797			(23,115		)	35,682
Reclassification adjustments (b)	23,233			(8,589		)	14,644

Total other comprehensive income	$	91,420		$	(31,132	)	60,288

Comprehensive income							$	237,004



	For the Nine Months Ended
	September 29, 2013
	Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount
In thousands of dollars
Net income							$	634,395

Other comprehensive income (loss):
Foreign currency translation adjustments	$	(17,928	)	$	—		(17,928		)
Pension and post-retirement benefit plans (a)	32,231			(12,450		)	19,781
Cash flow hedges:
Gains on cash flow hedging derivatives	97,686			(36,331		)	61,355
Reclassification adjustments (b)	4,976			(1,895		)	3,081

Total other comprehensive income	$	116,965		$	(50,676	)	66,289

Comprehensive income							$	700,684



	For the Nine Months Ended
	September 30, 2012
	Pre-Tax Amount		Tax (Expense) Benefit			After-Tax Amount
In thousands of dollars
Net income						$	511,052

Other comprehensive income (loss):
Foreign currency translation adjustments	$	12,477	$	—		12,477
Pension and post-retirement benefit plans (a)	18,958		(7,203		)	11,755
Cash flow hedges:
Gains on cash flow hedging derivatives	57,901		(22,988		)	34,913
Reclassification adjustments (b)	77,209		(29,262		)	47,947

Total other comprehensive income	$	166,545	$	(59,453	)	107,092

Comprehensive income						$	618,144


(a)	These amounts are included in the computation of net periodic benefit costs. For more information, see Note 16. Pension and Other Post-Retirement Benefit Plans.


(b)	For information on the presentation of reclassification adjustments for cash flow hedges on the Consolidated Statements of Income, see Note 8. Derivative Instruments and Hedging Activities.

The components of accumulated other comprehensive income (loss) as shown on the Consolidated Balance Sheets are as follows:



	September 29, 2013			December 31, 2012
In thousands of dollars
Foreign currency translation adjustments	$	(8,755	)	$	9,173
Pension and post-retirement benefit plans, net of tax	(346,256		)	(366,037		)
Cash flow hedges, net of tax	36,224			(28,212		)
Total accumulated other comprehensive loss	$	(318,787	)	$	(385,076	)

- Definition

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e689-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=28358780&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e640-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e716-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e709-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e637-108580

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e681-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

+ Details

INVENTORIES

9 Months Ended

Sep. 29, 2013

Inventory Disclosure [Abstract]

INVENTORIES

We value the majority of our inventories under the last-in, first-out (“LIFO”) method and the remaining inventories at the lower of first-in, first-out (“FIFO”) cost or market. Inventories were as follows:



	September 29, 2013			December 31, 2012
In thousands of dollars
Raw materials	$	217,258		$	256,969
Goods in process	88,948			78,292
Finished goods	609,754			496,981
Inventories at FIFO	915,960			832,242
Adjustment to LIFO	(153,325		)	(198,980		)
Total inventories	$	762,635		$	633,262

The decrease in raw material inventories as of September 29, 2013 was due to the timing of deliveries to support manufacturing requirements as well as lower ingredient costs in 2013. The increase in goods in process inventories as of September 29, 2013 was principally the result of higher levels of cocoa products needed to support manufacturing requirements. Finished goods inventories were higher as of September 29, 2013 primarily due to increases to support anticipated sales levels of everyday and seasonal items. The change in the adjustment to LIFO amount from December 31, 2012 to September 29, 2013 was primarily due to lower ingredient costs in 2013.

SHORT-TERM DEBT	9 Months Ended
SHORT-TERM DEBT	Sep. 29, 2013
Debt Disclosure [Abstract]
SHORT-TERM DEBT	SHORT-TERM DEBT As a source of short-term financing, we utilize cash on hand and commercial paper or bank loans with an original maturity of three months or less. Our five-year unsecured revolving credit agreement contains certain financial and other covenants, customary representations, warranties and events of default. As of September 29, 2013, we complied with all covenants pertaining to the credit agreement. There were no significant compensating balance agreements that legally restricted these funds. For more information, refer to the consolidated financial statements and notes included in our 2012 Annual Report on Form 10-K.

LONG-TERM DEBT	9 Months Ended
LONG-TERM DEBT	Sep. 29, 2013
Long-term Debt, Unclassified [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT In April 2013, we repaid $250.0 million of 5.0% Notes due in 2013. In May 2013, we issued $250.0 million of 2.625% Notes due in 2023. The Notes were issued under the registration statement that was filed in May 2012 which registered an indeterminate amount of debt securities.

FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 29, 2013

Financial Instruments Disclosure [Abstract]

FINANCIAL INSTRUMENTS

The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair value as of September 29, 2013 and December 31, 2012, because of the relatively short maturity of these instruments.

The carrying value of long-term debt, including the current portion, was $1,799.3 million as of September 29, 2013, compared with a fair value of $1,968.5 million, based on quoted market prices for the same or similar debt issues.

Interest Rate Swaps

In order to minimize financing costs and to manage interest rate exposure, the Company, from time to time, enters into interest rate swap agreements. In April 2012, the Company entered into forward starting interest rate swap agreements to hedge interest rate exposure related to the anticipated $250 million of term financing expected to be executed during 2013 to repay $250 million of 5.0% Notes maturing in April 2013. The weighted-average fixed rate on these forward starting swap agreements was 2.4%. In May 2012, the Company entered into forward starting interest rate swap agreements to hedge interest rate exposure related to the anticipated $250 million of term financing expected to be executed during 2015 to repay $250 million of 4.85% Notes maturing in August 2015. The weighted-average fixed rate on these forward starting swap agreements was 2.7%.

The forward starting swap agreements entered into in April 2012 matured in March 2013, resulting in a realized loss of approximately $9.5 million. Also in March 2013, we entered into forward starting swap agreements to continue to hedge interest rate exposure related to the term financing expected to be executed in 2013. The weighted-average fixed rate on the forward starting swap agreements was 2.1%.

In May 2013, we terminated the forward starting swap agreements which were entered into in March 2013 to hedge the anticipated execution of term financing. The swap agreements were terminated upon the issuance of the 2.625% Notes due May 1, 2023, resulting in cash payments of $0.2 million in May 2013. Losses on the swap agreements are included in accumulated other comprehensive income and are being amortized as an increase to interest expense over the term of the Notes.

The fair value of interest rate swap agreements was an asset of $17.1 million as of September 29, 2013. The Company's risk related to interest rate swap agreements is limited to the cost of replacing such agreements at prevailing market rates. For more information, see Note 8. Derivative Instruments and Hedging Activities.

Foreign Exchange Forward Contracts

The following table summarizes our foreign exchange activity:



	September 29, 2013
	Contract Amount		Primary Currencies
In millions of dollars
Foreign exchange forward contracts to purchase foreign currencies	$	154.1	Malaysian ringgits Swiss francs Euros
Foreign exchange forward contracts to sell foreign currencies	$	8.6	Canadian dollars

Our foreign exchange forward contracts mature in 2013, 2014 and 2015. For more information, see Note 8. Derivative Instruments and Hedging Activities.

FAIR VALUE ACCOUNTING

9 Months Ended

Sep. 29, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE ACCOUNTING

We use certain derivative instruments, from time to time, to manage interest rate, foreign currency exchange rate and commodity market price risk exposures, all of which are recorded at fair value based on quoted market prices or rates.

A summary of our cash flow hedging derivative assets and liabilities measured at fair value on a recurring basis as of September 29, 2013, is as follows:



Description	Fair Value as of September 29, 2013		Quoted Prices in Active Markets of Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
In thousands of dollars
Assets
Cash flow hedging derivatives	$	58,431	$	34,736	$	23,695	$	—
Liabilities
Cash flow hedging derivatives	$	28,738	$	28,730	$	8	$	—

As of September 29, 2013, cash flow hedging derivative Level 1 assets were related to cash transfers receivable on commodities futures contracts with gains reflecting the change in quoted market prices on the last trading day for the period. As of September 29, 2013, cash flow hedging derivative Level 1 liabilities were related to cash transfers payable on commodities futures contracts with losses resulting from the change in quoted market prices on the last trading day for the period. We make or receive cash transfers to or from commodity futures brokers on a daily basis reflecting changes in the value of futures contracts on the IntercontinentalExchange or various other exchanges. These changes in value represent unrealized gains and losses.

As of September 29, 2013, cash flow hedging derivative Level 2 assets were related to the fair value of interest rate swap agreements and foreign exchange forward contracts and options with gains. Cash flow hedging Level 2 liabilities were related to the fair value of foreign exchange forward contracts and options with losses. The fair value of the interest rate swap agreements represents the difference in the present values of cash flows calculated at the contracted interest rates and at current market interest rates at the end of the period. We calculate the fair value of interest rate swap agreements quarterly based on the quoted market price for the same or similar financial instruments. The fair value of foreign exchange forward contracts and options is the amount of the difference between the contracted and current market foreign currency exchange rates at the end of the period. We estimate the fair value of foreign exchange forward contracts and options on a quarterly basis by obtaining market quotes of spot and forward rates for contracts with similar terms, adjusted where necessary for maturity differences. For more information, see Note 8. Derivative Instruments and Hedging Activities and refer to the consolidated financial statements and notes included in our 2012 Annual Report on Form 10-K.

A summary of our cash flow hedging derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2012, is as follows:



Description	Fair Value as of December 31, 2012		Quoted Prices in Active Markets of Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
In thousands of dollars
Assets
Cash flow hedging derivatives	$	39,175	$	37,056	$	2,119	$	—
Liabilities
Cash flow hedging derivatives	$	53,407	$	39,066	$	14,341	$	—

As of December 31, 2012, cash flow hedging derivative Level 1 assets were primarily related to cash transfers receivable on commodities futures contracts with gains reflecting the change in quoted market prices on the last trading day for the period. As of December 31, 2012, cash flow hedging derivative Level 1 liabilities were primarily related to cash transfers payable on commodities futures contracts with losses resulting from the change in quoted market prices on the last trading day for the period.

As of December 31, 2012, cash flow hedging derivative Level 2 assets were related to the fair value of foreign exchange forward contracts and options with gains. Cash flow hedging Level 2 liabilities were related to the fair value of interest rate swap agreements and foreign exchange forward contracts and options with losses.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 29, 2013
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The number of years with open tax audits varies depending on the tax jurisdiction. Our major taxing jurisdictions include the United States (federal and state), Canada and Mexico. We are no longer subject to U.S. federal income tax examinations by the U.S. Internal Revenue Service (“IRS”) for years prior to 2009. During the first quarter of 2013, the IRS commenced its audits of our U.S. income tax returns for the years 2009 through 2011. Tax examinations by various state taxing authorities could generally be conducted for years beginning in 2008. We are no longer subject to Canadian federal income tax examinations by the Canada Revenue Agency (“CRA”) for years before 2006. During the third quarter of 2010, the CRA commenced its audit of our Canadian income tax returns for the years 2006 through 2009. During the third quarter of 2013, the CRA notified us that they will also be conducting an audit of the Canadian income tax returns for the years 2010 to 2012. We are no longer subject to Mexican federal income tax examinations by Servicio de Administracion Tributaria (“SAT”) for years before 2008. U.S., Canadian and Mexican federal audit issues typically involve the timing of deductions and transfer pricing adjustments. We work with the IRS, the CRA and the SAT to resolve proposed audit adjustments and to minimize the amount of adjustments. We do not anticipate that any potential tax adjustments will have a significant impact on our financial position or results of operations. We reasonably expect reductions in the liability for unrecognized tax benefits of approximately $6.4 million within the next 12 months because of the expiration of statutes of limitations and settlements of tax audits.

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

9 Months Ended

Sep. 29, 2013

Compensation and Retirement Disclosure [Abstract]

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

Components of net periodic benefit cost consisted of the following:



	Pension Benefits						Other Benefits
	For the Three Months Ended
	September 29, 2013			September 30, 2012			September 29, 2013			September 30, 2012
In thousands of dollars
Service cost	$	7,830		$	7,576		$	274		$	293
Interest cost	10,984			12,665			2,686			3,316
Expected return on plan assets	(18,277		)	(18,222		)	—			—
Amortization of prior service cost	106			182			209			156
Recognized net actuarial loss (gain)	10,106			9,895			(73		)	(25		)
Administrative expenses	270			137			24			22
Net periodic benefit cost	11,019			12,233			3,120			3,762
Settlement loss	—			13,117			—			—
Total amount reflected in earnings	$	11,019		$	25,350		$	3,120		$	3,762

We made contributions of $28.7 million and $6.3 million to the pension plans and other benefits plans, respectively, during the third quarter of 2013. In the third quarter of 2012, we made contributions of $2.9 million and $5.7 million to our pension and other benefits plans, respectively. The contributions in 2013 and 2012 also included benefit payments from our non-qualified pension plans and post-retirement benefit plans.

The pension settlement loss in 2012 was related to the Next Century program.

Components of net periodic benefit cost consisted of the following:




	Pension Benefits						Other Benefits
	For the Nine Months Ended
	September 29, 2013			September 30, 2012			September 29, 2013			September 30, 2012
In thousands of dollars
Service cost	$	23,528		$	22,722		$	821		$	879
Interest cost	32,986			37,980			8,063			9,942
Expected return on plan assets	(54,862		)	(54,634		)	—			—
Amortization of prior service cost	317			545			463			465
Recognized net actuarial loss (gain)	30,324			29,673			(55		)	(75		)
Administrative expenses	537			437			74			117
Net periodic benefit cost	32,830			36,723			9,366			11,328
Settlement loss	—			13,117			—			—
Total amount reflected in earnings	$	32,830		$	49,840		$	9,366		$	11,328

We made contributions of $29.9 million and $18.3 million to the pension plans and other benefits plans, respectively, during the first nine months of 2013. During the first nine months of 2012, we made contributions of $4.6 million and $16.7 million to our pension and other benefits plans, respectively. The contributions in 2013 and 2012 also included benefit payments from our non-qualified pension plans and post-retirement benefit plans.

For 2013, there are no significant minimum funding requirements for our domestic pension plans, however, we contributed $25.0 million to the plans during the third quarter of 2013 to improve the funded status. Funding of our non-domestic pension plans in 2013 is not material.

The pension settlement loss in 2012 was related to the Next Century program which is described in more detail in Note 6. Business Realignment and Impairment Charges.

For more information, refer to the consolidated financial statements and notes included in our 2012 Annual Report on Form 10-K.

SHARE REPURCHASES

9 Months Ended

Sep. 29, 2013

Stockholders' Equity Note [Abstract]

SHARE REPURCHASES

Repurchases and Issuances of Common Stock

A summary of cumulative share repurchases and issuances is as follows:



	For the Nine Months Ended September 29, 2013
	Shares		Dollars
In thousands
Shares repurchased in the open market under pre-approved share repurchase programs	—		$	—
Shares repurchased to replace Treasury Stock issued for stock options and incentive compensation	3,656		305,564
Total share repurchases	3,656		305,564
Shares issued for stock options and incentive compensation	(3,451	)	(142,607		)
Net change	205		$	162,957

In April 2011, our Board of Directors approved a $250 million share repurchase program. As of September 29, 2013, $125.1 million remained available for repurchases of our Common Stock.

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
RECENT ACCOUNTING PRONOUNCEMENTS	Sep. 29, 2013
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	RECENT ACCOUNTING PRONOUNCEMENTS In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-11–Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force) ("ASU No. 2013-11"). ASU No. 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU No. 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU No. 2013-11 will not have a significant impact on our consolidated financial statements.

STOCK COMPENSATION PLAN (Tables)

9 Months Ended

Sep. 29, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Compensation Costs

The following table summarizes our stock compensation costs:



	For the Three Months Ended				For the Nine Months Ended
In millions of dollars	September 29, 2013		September 30, 2012		September 29, 2013		September 30, 2012
Total compensation amount charged against income for stock options, performance stock units (“PSUs”) and restricted stock units ("RSUs")	$	13.6	$	12.8	$	39.6	$	37.4
Total income tax benefit recognized in the Consolidated Statements of Income for share-based compensation	$	4.5	$	4.6	$	13.6	$	13.1

Schedule of Share-based Compensation, Stock Options, Activity

A summary of the status of our stock options as of September 29, 2013, and the change during 2013 is presented below:



	For the Nine Months Ended September 29, 2013
Stock Options	Shares		Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term
Outstanding at beginning of the period	10,553,914		$48.08	6.1 years
Granted	1,763,874		$81.86
Exercised	(2,970,120	)	$45.09
Forfeited	(314,886	)	$64.42
Outstanding as of September 29, 2013	9,032,782		$55.11	6.4 years
Options exercisable as of September 29, 2013	4,619,554		$46.41	4.7 years

Fair Value and Intrinsic Value of Options



	For the Nine Months Ended
	September 29, 2013	September 30, 2012
Weighted-average fair value of options granted (per share)	$14.48	$10.59
Intrinsic value of options exercised (in millions of dollars)	$117.5	$108.2

Fair Value of Each Stock Option Grant

We estimated the fair value of each stock option grant on the date of the grant using a Black-Scholes option-pricing model and the weighted-average assumptions set forth in the following table:



	For the Nine Months Ended
	September 29, 2013		September 30, 2012
Dividend yields	2.2	%	2.4	%
Expected volatility	22.2	%	22.4	%
Risk-free interest rates	1.4	%	1.5	%
Expected lives in years	6.6		6.6

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

A summary of the status of our PSUs and RSUs as of September 29, 2013, and the change during 2013 is presented below:



Performance Stock Units and Restricted Stock Units	For the Nine Months Ended September 29, 2013		Weighted-average grant date fair value for equity awards or market value for liability awards
Outstanding at beginning of year	1,720,577		$56.71
Granted	371,695		$88.11
Performance assumption change	187,895		$83.40
Vested	(733,178	)	$49.88
Forfeited	(120,533	)	$72.35
Outstanding as of September 29, 2013	1,426,456		$71.76

Schedule Of Share Based Payment Award Market Based Total Shareholder Return Valuation Assumptions



	For the Nine Months Ended
	September 29, 2013			September 30, 2012
Units granted	371,695			445,892
Weighted-average fair value at date of grant	$	88.11		$	64.07
Monte Carlo simulation assumptions:
Estimated values	$	55.49		$	35.62
Dividend yields	2.0		%	2.5		%
Expected volatility	17.1		%	20.0		%

Share Based Compensation Arrangement By Share Based Payment Award Intrinsic Value Of Share Based Liabilities Paid Combined With Fair Value Of Shares Vested



	For the Nine Months Ended
	September 29, 2013		September 30, 2012
Intrinsic value of share-based liabilities paid, combined with the fair value of shares vested (in millions of dollars)	$	60.5	$	36.2

INTEREST EXPENSE (Tables)

9 Months Ended

Sep. 29, 2013

Interest Expense [Abstract]

Schedule Of Net Interest Expense



	For the Three Months Ended						For the Nine Months Ended
	September 29, 2013			September 30, 2012			September 29, 2013			September 30, 2012
In thousands of dollars
Interest expense	$	22,838		$	26,019		$	69,619		$	79,893
Interest income	(696		)	(585		)	(2,109		)	(1,935		)
Capitalized interest	(383		)	(899		)	(1,024		)	(5,055		)
Interest expense, net	$	21,759		$	24,535		$	66,486		$	72,903

BUSINESS REALIGNMENT AND IMPAIRMENT CHARGES (Tables)

9 Months Ended

Sep. 29, 2013

Restructuring and Related Activities [Abstract]

Business Realignment And Impairment Charges

Business realignment and impairment charges recorded during the three-month and nine-month periods ended September 29, 2013 and September 30, 2012 were as follows:



	For the Three Months Ended				For the Nine Months Ended
	September 29, 2013		September 30, 2012		September 29, 2013		September 30, 2012
In thousands of dollars
Cost of sales – Next Century program	$	62	$	5,158	$	209	$	38,041
Selling, marketing and administrative – Next Century program	1		587		18		2,138
Business realignment and impairment charges, net
Next Century program
Plant closure expenses	2,929		6,938		13,367		14,173
Pension settlement loss	—		13,117		—		13,117
Employee separation costs	—		—		—		914
Total business realignment and impairment charges, net	2,929		20,055		13,367		28,204
Total business realignment and impairment charges	$	2,992	$	25,800	$	13,594	$	68,383

EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 29, 2013

Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]

Schedule of Earnings Per Share, Basic and Diluted

We compute Basic and Diluted Earnings Per Share based on the weighted-average number of shares of the Common Stock and the Class B Common Stock outstanding as follows:



	For the Three Months Ended				For the Nine Months Ended
	September 29, 2013		September 30, 2012		September 29, 2013		September 30, 2012
In thousands except per share amounts
Net income	$	232,985	$	176,716	$	634,395	$	511,052
Weighted-average shares - Basic
Common Stock	163,364		164,686		163,483		164,766
Class B Common Stock	60,629		60,630		60,629		60,630
Total weighted- average shares - Basic	223,993		225,316		224,112		225,396
Effect of dilutive securities:
Employee stock options	2,431		2,641		2,488		2,641
Performance and restricted stock units	463		651		549		664
Weighted-average shares - Diluted	226,887		228,608		227,149		228,701
Earnings Per Share - Basic
Class B Common Stock	$	0.96	$	0.73	$	2.63	$	2.11
Common Stock	$	1.07	$	0.80	$	2.91	$	2.33
Earnings Per Share - Diluted
Class B Common Stock	$	0.95	$	0.73	$	2.61	$	2.09
Common Stock	$	1.03	$	0.77	$	2.79	$	2.23

Antidilutive stock options



	For the Three Months Ended		For the Nine Months Ended
	September 29, 2013	September 30, 2012	September 29, 2013	September 30, 2012
In millions
Stock options excluded from diluted earnings per share calculations because the effect would have been antidilutive	1.0	—	1.8	3.5

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

9 Months Ended

Sep. 29, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

The fair value of derivative instruments

The fair value of derivative instruments in the Consolidated Balance Sheet as of September 29, 2013 was as follows:



Balance Sheet Caption	Interest Rate Swap Agreements		Foreign Exchange Forward Contracts and Options		Commodities Futures and Options Contracts
In thousands of dollars
Prepaid expense and other current assets	$	—	$	3,346	$	6,006
Other long-term assets	$	17,123	$	3,226	$	—
Accrued liabilities	$	—	$	8	$	—

The fair value of derivative instruments in the Consolidated Balance Sheet as of December 31, 2012 was as follows:



Balance Sheet Caption	Interest Rate Swap Agreements		Foreign Exchange Forward Contracts and Options		Commodities Futures and Options Contracts
In thousands of dollars
Prepaid expense and other current assets	$	—	$	2,119	$	—
Accrued liabilities	$	12,502	$	917	$	2,010
Other long-term liabilities	$	922	$	—	$	—

Gain (Loss) in Consolidates Statements of Income

The effect of derivative instruments on the Consolidated Statements of Income for the nine months ended September 29, 2013 was as follows:



Cash Flow Hedging Derivatives	Interest Rate Swap Agreements			Foreign Exchange Forward Contracts and Options		Commodities Futures and Options Contracts
In thousands of dollars
Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion)	$	21,515		$	6,501	$	69,670
Gains (losses) reclassified from accumulated OCI into income (effective portion) (a)	$	(2,858	)	$	3,382	$	(5,500	)
Gains (losses) recognized in income (ineffective portion) (b)	$	—		$	—	$	3,271

The effect of derivative instruments on the Consolidated Statements of Income for the nine months ended September 30, 2012 was as follows:



Cash Flow Hedging Derivatives	Interest Rate Swap Agreements			Foreign Exchange Forward Contracts and Options			Commodities Futures and Options Contracts
In thousands of dollars
Gains (losses) recognized in other comprehensive income (“OCI”) (effective portion)	$	(15,477	)	$	3,249		$	70,129
Gains (losses) reclassified from accumulated OCI into income (effective portion) (a)	$	(2,646	)	$	(2,563	)	$	(72,000	)
Gains (losses) recognized in income (ineffective portion) (b)	$	—		$	—		$	2,465

COMPREHENSIVE INCOME (Tables)

9 Months Ended

Sep. 29, 2013

Comprehensive Income Disclosure [Abstract]

Schedule of Comprehensive Income (Loss)



	For the Three Months Ended
	September 29, 2013
	Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount
In thousands of dollars
Net income							$	232,985

Other comprehensive income (loss):
Foreign currency translation adjustments	$	1,053		—			1,053
Pension and post-retirement benefit plans (a)	9,930			(3,770		)	6,160
Cash flow hedges:
Gains on cash flow hedging derivatives	91,656			(34,311		)	57,345
Reclassification adjustments (b)	(4,342		)	1,655			(2,687		)

Total other comprehensive income	$	98,297		$	(36,426	)	61,871

Comprehensive income							$	294,856



	For the Three Months Ended
	September 30, 2012
	Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount
In thousands of dollars
Net income							$	176,716

Other comprehensive income (loss):
Foreign currency translation adjustments	$	10,815		$	—		10,815
Pension and post-retirement benefit plans (a)	(1,425		)	572			(853		)
Cash flow hedges:
Gains on cash flow hedging derivatives	58,797			(23,115		)	35,682
Reclassification adjustments (b)	23,233			(8,589		)	14,644

Total other comprehensive income	$	91,420		$	(31,132	)	60,288

Comprehensive income							$	237,004



	For the Nine Months Ended
	September 29, 2013
	Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount
In thousands of dollars
Net income							$	634,395

Other comprehensive income (loss):
Foreign currency translation adjustments	$	(17,928	)	$	—		(17,928		)
Pension and post-retirement benefit plans (a)	32,231			(12,450		)	19,781
Cash flow hedges:
Gains on cash flow hedging derivatives	97,686			(36,331		)	61,355
Reclassification adjustments (b)	4,976			(1,895		)	3,081

Total other comprehensive income	$	116,965		$	(50,676	)	66,289

Comprehensive income							$	700,684



	For the Nine Months Ended
	September 30, 2012
	Pre-Tax Amount		Tax (Expense) Benefit			After-Tax Amount
In thousands of dollars
Net income						$	511,052

Other comprehensive income (loss):
Foreign currency translation adjustments	$	12,477	$	—		12,477
Pension and post-retirement benefit plans (a)	18,958		(7,203		)	11,755
Cash flow hedges:
Gains on cash flow hedging derivatives	57,901		(22,988		)	34,913
Reclassification adjustments (b)	77,209		(29,262		)	47,947

Total other comprehensive income	$	166,545	$	(59,453	)	107,092

Comprehensive income						$	618,144

Schedule of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) as shown on the Consolidated Balance Sheets are as follows:



	September 29, 2013			December 31, 2012
In thousands of dollars
Foreign currency translation adjustments	$	(8,755	)	$	9,173
Pension and post-retirement benefit plans, net of tax	(346,256		)	(366,037		)
Cash flow hedges, net of tax	36,224			(28,212		)
Total accumulated other comprehensive loss	$	(318,787	)	$	(385,076	)

INVENTORIES (Tables)

9 Months Ended

Sep. 29, 2013

Inventory Disclosure [Abstract]

Schedule Of Inventory

Inventories were as follows:



	September 29, 2013			December 31, 2012
In thousands of dollars
Raw materials	$	217,258		$	256,969
Goods in process	88,948			78,292
Finished goods	609,754			496,981
Inventories at FIFO	915,960			832,242
Adjustment to LIFO	(153,325		)	(198,980		)
Total inventories	$	762,635		$	633,262

FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 29, 2013

Financial Instruments Disclosure [Abstract]

Schedule Of Foreign Exchange Forward Contracts

The following table summarizes our foreign exchange activity:



	September 29, 2013
	Contract Amount		Primary Currencies
In millions of dollars
Foreign exchange forward contracts to purchase foreign currencies	$	154.1	Malaysian ringgits Swiss francs Euros
Foreign exchange forward contracts to sell foreign currencies	$	8.6	Canadian dollars

FAIR VALUE ACCOUNTING (Tables)

9 Months Ended

Sep. 29, 2013

Fair Value Disclosures [Abstract]

Cash Flow Hedging Derivative Assets and Liabilities

A summary of our cash flow hedging derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2012, is as follows:



Description	Fair Value as of December 31, 2012		Quoted Prices in Active Markets of Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
In thousands of dollars
Assets
Cash flow hedging derivatives	$	39,175	$	37,056	$	2,119	$	—
Liabilities
Cash flow hedging derivatives	$	53,407	$	39,066	$	14,341	$	—

A summary of our cash flow hedging derivative assets and liabilities measured at fair value on a recurring basis as of September 29, 2013, is as follows:



Description	Fair Value as of September 29, 2013		Quoted Prices in Active Markets of Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
In thousands of dollars
Assets
Cash flow hedging derivatives	$	58,431	$	34,736	$	23,695	$	—
Liabilities
Cash flow hedging derivatives	$	28,738	$	28,730	$	8	$	—

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (Tables)

9 Months Ended

Sep. 29, 2013

Compensation and Retirement Disclosure [Abstract]

Schedule of Defined Benefit Plans Disclosures

Components of net periodic benefit cost consisted of the following:




	Pension Benefits						Other Benefits
	For the Nine Months Ended
	September 29, 2013			September 30, 2012			September 29, 2013			September 30, 2012
In thousands of dollars
Service cost	$	23,528		$	22,722		$	821		$	879
Interest cost	32,986			37,980			8,063			9,942
Expected return on plan assets	(54,862		)	(54,634		)	—			—
Amortization of prior service cost	317			545			463			465
Recognized net actuarial loss (gain)	30,324			29,673			(55		)	(75		)
Administrative expenses	537			437			74			117
Net periodic benefit cost	32,830			36,723			9,366			11,328
Settlement loss	—			13,117			—			—
Total amount reflected in earnings	$	32,830		$	49,840		$	9,366		$	11,328

Components of net periodic benefit cost consisted of the following:



	Pension Benefits						Other Benefits
	For the Three Months Ended
	September 29, 2013			September 30, 2012			September 29, 2013			September 30, 2012
In thousands of dollars
Service cost	$	7,830		$	7,576		$	274		$	293
Interest cost	10,984			12,665			2,686			3,316
Expected return on plan assets	(18,277		)	(18,222		)	—			—
Amortization of prior service cost	106			182			209			156
Recognized net actuarial loss (gain)	10,106			9,895			(73		)	(25		)
Administrative expenses	270			137			24			22
Net periodic benefit cost	11,019			12,233			3,120			3,762
Settlement loss	—			13,117			—			—
Total amount reflected in earnings	$	11,019		$	25,350		$	3,120		$	3,762

SHARE REPURCHASES (Tables)

9 Months Ended

Sep. 29, 2013

Stockholders' Equity Note [Abstract]

Cumulative Share Repurchases And Issuances

A summary of cumulative share repurchases and issuances is as follows:



	For the Nine Months Ended September 29, 2013
	Shares		Dollars
In thousands
Shares repurchased in the open market under pre-approved share repurchase programs	—		$	—
Shares repurchased to replace Treasury Stock issued for stock options and incentive compensation	3,656		305,564
Total share repurchases	3,656		305,564
Shares issued for stock options and incentive compensation	(3,451	)	(142,607		)
Net change	205		$	162,957

BUSINESS ACQUISITIONS AND DIVESTITURES (Details) $ in Millions	9 Months Ended
	Sep. 29, 2013 USD ($)
Brookside [Member]
Business Acquisition [Line Items]
Business Acquisition, Cost of Acquired Entity, Cash Paid	$ 172.9

NONCONTROLLING INTERESTS IN SUBSIDIARIES (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 29, 2013	Sep. 30, 2012	Dec. 31, 2012
Minority Interest [Line Items]
Noncontrolling interests in subsidiaries	$ 11,616		$ 11,624
Contributions from Noncontrolling Interests	2,940	$ (12,928)
Noncontrolling interests' share of losses in subsidiaries	$ 1,900	$ 10,400
Godrej Hershey Ltd Subsidiary
Minority Interest [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	51.00%
Additional Ownership Percentage Acquired	49.00%
Payments to Acquire Additional Interest in Subsidiaries	$ 15,800
Noncontrolling interests in subsidiaries	$ 10,300
Hershey Do Brasil Subsidiary
Minority Interest [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	51.00%
Contributions from Noncontrolling Interests	$ 2,900

STOCK COMPENSATION PLAN (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
STOCK COMPENSATION PLAN (Details) - USD ($)	Sep. 29, 2013	Sep. 30, 2012	Sep. 29, 2013	Sep. 30, 2012	Dec. 31, 2012
Stock Compensation Costs:
Total compensation amount charged against income for stock options, performance stock units (PSUs) and restricted stock units	$ 13,600,000	$ 12,800,000	$ 39,600,000	$ 37,400,000
Total income tax benefit recognized in the Consolidated Statements of Income for share-based compensation	$ 4,500,000	$ 4,600,000	$ 13,600,000	$ 13,100,000
Status Of Stock Options:
Outstanding shares at beginning of year			10,553,914
Shares Granted			1,763,874
Shares Exercised			(2,970,120)
Shares Forfeited			(314,886)
Outstanding shares as of end of period	9,032,782		9,032,782		10,553,914
Options exercisable as of end of period	4,619,554		4,619,554
Weighted- Average Exercise Price for Outstanding at beginning of the period			$ 48.08
Options granted weighted average exercise price			81.86
Options exercised weighted average exercise price			45.09
Options forfeited weighted average exercise price			64.42
Options outstanding at end of year weighted average exercise price	$ 55.11		55.11		$ 48.08
Options exercisable as of end of period weighted average exercise price	$ 46.41		$ 46.41
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2			6 years 5 months		6 years 1 month
Options exercisable as of end of period weighted average remaining contractual term			4 years 8 months
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2			6 years 5 months		6 years 1 month
Stock Options:
Weighted-average fair value of options granted (per share)			$ 14.48	$ 10.59
Intrinsic value of options exercised (in millions of dollars)			$ 117.5	$ 108.2
Aggregate intrinsic value of options outstanding	$ 334,800,000		334,800,000
Aggregate intrinsic value of options exercisable	211,400,000		211,400,000
Unrecognized compensation cost	$ 26,600,000		$ 26,600,000
Weighted Average Period In Years That Total Unrecognized Compensation Cost Is Expected To Be Recognized	2 years 4 months		2 years 4 months
Fair Value Of Stock Option Grant:
Dividend yields			2.20%	2.40%
Expected volatility			22.20%	22.40%
Risk-free interest rates			1.40%	1.50%
Expected lives in years			6 years 7 months	6 years 7 months
Status of Performance Stock units and Restricted Stock Units:
Outstanding performance stock units and restricted stock units at beginning of year			1,720,577
Stock performance units and restricted stock units Granted			371,695	445,892
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Performance Assumption Change			187,895
Stock performance units and restricted stock units Vested			(733,178)
Stock performance units and restricted stock units Forfeited			(120,533)
Stock performance units and restricted stock units outstanding as of end of period	1,426,456		1,426,456		1,720,577
Weighted-average grant date fair value for equity awards or market value for liability awards:
Outstanding stock performance units and restricted stock units at beginning of year weighted-average grant date fair value for equity awards or market value for liability awards			$ 56.71
Stock performance units and restricted stock units Granted weighted-average grant date fair value for equity awards or market value for liability awards			88.11	$ 64.07
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Performance Assumption Change Weighted Average Grant Date Fair Value			83.40
Stock performance units and restricted stock units Vested weighted-average grant date fair value for equity awards or market value for liability awards			49.88
Stock performance units and restricted stock units Forfeited weighted-average grant date fair value for equity awards or market value for liability awards			72.35
Outstanding stock performance units and restricted stock units as of end of period weighted-average grant date fair value for equity awards or market value for liability awards	$ 71.76		$ 71.76		$ 56.71
Performance stock units for which measurement date has not yet occurred for accounting purposes	29,422		29,422		40,812
Employee Service Share Based Compensation Unrecognized Compensation Costs On Nonvested Stock Units And Restricted Stock Units	$ 45,300,000		$ 45,300,000
Weighted-average period (in years) that total unrecognized compensation cost related to non-vested stock units and restricted stock units is expected to be recognized			2 years 1 month
Intrinsic value of share-based liabilities paid, combined with the fair value of shares vested (in millions of dollars)			$ 60,500,000	$ 36,200,000
PSU Fair Value Monte Carlo Simulation Estimated Value			$ 55.49	$ 35.62
PSU Fair Value Monte Carlo Simulation Dividend Yields			2.00%	2.50%
PSU Fair Value Monte Carlo Simulation Expected Volatility			17.10%	20.00%
Deferred performance stock units, deferred restricted stock units, and directors' fees and accumulated dividend amounts representing deferred stock units outstanding			607,657
Number of shares of common stock into which another unit of deferred performance stock and restricted stock is converted			one

INTEREST EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INTEREST EXPENSE (Details) - USD ($) $ in Thousands	Sep. 29, 2013	Sep. 30, 2012	Sep. 29, 2013	Sep. 30, 2012
Net Interest Expense
Interest expense	$ 22,838	$ 26,019	$ 69,619	$ 79,893
Interest income	(696)	(585)	(2,109)	(1,935)
Capitalized Interest	(383)	(899)	(1,024)	(5,055)
Interest expense, net	$ 21,759	$ 24,535	$ 66,486	$ 72,903

BUSINESS REALIGNMENT AND IMPAIRMENT CHARGES (Details) - Next Century Program - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 29, 2013	Sep. 30, 2012	Sep. 29, 2013	Sep. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Restructuring Cost and Reserve [Line Items]
Plant Closure Expenses	$ 2,929	$ 6,938	$ 13,367	$ 14,173
Pension Settlement Loss	0	13,117	0	13,117
Employee Separation Costs	0	0	0	914
Business Realignment And Impairment Charges Net	2,929	20,055	13,367	28,204
Total business realignment and impairment (credits) charges	2,992	25,800	13,594	68,383
Restructuring Costs Incurred to Date			13,600		$ 76,300	$ 43,400	$ 53,900
Liability Balance	1,000		1,000
Payments against recorded liability balance			6,600
Project Implementation And Startup Costs			20,000
Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Pretax Business Realignment And Impairment Charges			170,000
Estimated pretax and nonrecurring project implementation costs			190,000
Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Pretax Business Realignment And Impairment Charges			180,000
Estimated pretax and nonrecurring project implementation costs			200,000
Cost of Sales [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs and Asset Impairment Charges	62	5,158	209	38,041
Selling, General and Administrative Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs and Asset Impairment Charges	$ 1	$ 587	$ 18	$ 2,138

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2013	Sep. 30, 2012	Sep. 29, 2013	Sep. 30, 2012
Schedule of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Net Income	$ 232,985	$ 176,716	$ 634,395	$ 511,052
Weighted -average shares - Basic	223,993	225,316	224,112	225,396
Weighted-average shares - Diluted	226,887	228,608	227,149	228,701
Stock options excluded from diluted earnings per share calculation because the effect would have been antidilutive	1,000	0	1,800	3,500
Common Stock
Schedule of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Weighted -average shares - Basic	163,364	164,686	163,483	164,766
Earnings Per Share - Basic	$ 1.07	$ 0.80	$ 2.91	$ 2.33
Earnings Per Share - Diluted	$ 1.03	$ 0.77	$ 2.79	$ 2.23
Common Class B
Schedule of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Weighted -average shares - Basic	60,629	60,630	60,629	60,630
Earnings Per Share - Basic	$ 0.96	$ 0.73	$ 2.63	$ 2.11
Earnings Per Share - Diluted	$ 0.95	$ 0.73	$ 2.61	$ 2.09
Employee stock options
Schedule of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Employee stock options	2,431	2,641	2,488	2,641
Performance and restricted stock units
Schedule of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Performance and restricted stock units	463	651	549	664

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 29, 2013	Sep. 30, 2012	Dec. 31, 2012
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	$ 16,600
Interest Rate Swap Agreements
Balance Sheet Caption
Derivative assets current	0		$ 0
Derivative Assets, Noncurrent	17,123
Derivative liabilities current	0		12,502
Derivative liabilities noncurrent			922
Cash Flow Hedging Derivatives
Gains (losses) recognized in other comprehensive income (OCI)(effective portion)	21,515	$ (15,477)
Gains (losses) reclassified from accumulated OCI into income (effective portion)	(2,858)	(2,646)
Gains (losses) recognized in income (ineffective portion)	0	0
Foreign Exchange Forward Contracts and Options
Balance Sheet Caption
Derivative assets current	3,346		2,119
Derivative Assets, Noncurrent	3,226
Derivative liabilities current	8		917
Derivative liabilities noncurrent			0
Cash Flow Hedging Derivatives
Gains (losses) recognized in other comprehensive income (OCI)(effective portion)	6,501	3,249
Gains (losses) reclassified from accumulated OCI into income (effective portion)	3,382	(2,563)
Gains (losses) recognized in income (ineffective portion)	0	0
Commodities Futures and Options Contracts
Balance Sheet Caption
Derivative assets current	6,006		0
Derivative Assets, Noncurrent	0
Derivative liabilities current	0		2,010
Derivative liabilities noncurrent			$ 0
Cash Flow Hedging Derivatives
Gains (losses) recognized in other comprehensive income (OCI)(effective portion)	69,670	70,129
Gains (losses) reclassified from accumulated OCI into income (effective portion)	(5,500)	(72,000)
Gains (losses) recognized in income (ineffective portion)	$ 3,271	$ 2,465

COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands	Sep. 29, 2013	Sep. 30, 2012	Sep. 29, 2013	Sep. 30, 2012	Dec. 31, 2012
Other comprehensive income (loss) Pre-Tax Amount:
Foreign currency translation adjustments	$ 1,053	$ 10,815	$ (17,928)	$ 12,477
Pension and post-retirement benefit plans	9,930	(1,425)	32,231	18,958
Cash Flow Hedges:
Gains (Losses) on cash flow hedging derivatives, before Tax	91,656	58,797	97,686	57,901
Reclassification adjustments, before Tax	(4,342)	23,233	4,976	77,209
Total other comprehensive income (loss)	98,297	91,420	116,965	166,545
Other comprehensive income (loss) Tax (Expense) Benefit:
Foreign currency translation adjustments	0	0	0	0
Pension and post-retirement benefit plans	(3,770)	572	(12,450)	(7,203)
Cash Flow Hedges:
Gains (Losses) on cash flow hedging derivatives, Tax	(34,311)	(23,115)	(36,331)	(22,988)
Reclassification adjustments, Tax	1,655	(8,589)	(1,895)	(29,262)
Total other comprehensive income (loss)	(36,426)	(31,132)	(50,676)	(59,453)
Comprehensive income (loss) After-Tax Amount:
Net Income	232,985	176,716	634,395	511,052
Other Comprehensive Income (Loss) After-Tax Amount:
Foreign currency translation adjustments	1,053	10,815	(17,928)	12,477
Pension and postretirement benefit plans	6,160	(853)	19,781	11,755
Cash Flow Hedges:
Gains (Losses) on cash flow hedging derivatives, Net of Tax	57,345	35,682	61,355	34,913
Reclassification adjustments, Net of Tax	(2,687)	14,644	3,081	47,947
Total other comprehensive income, net of tax	61,871	60,288	66,289	107,092
Comprehensive income	294,856	$ 237,004	700,684	$ 618,144
Components of Accumulated Other Comprehensive Income (Loss) Abstract
Foreign currency translation adjustments	(8,755)		(8,755)		$ 9,173
Pension and post-retirement benefit plans, net of tax	(346,256)		(346,256)		(366,037)
Cash flow hedges, net of tax	36,224		36,224		(28,212)
Total accumulated other comprehensive loss	$ (318,787)		$ (318,787)		$ (385,076)

INVENTORIES (Details) - USD ($) $ in Thousands	Sep. 29, 2013	Dec. 31, 2012
Inventories Table
Raw materials	$ 217,258	$ 256,969
Goods in process	88,948	78,292
Finished goods	609,754	496,981
Inventories at FIFO	915,960	832,242
Adjustment to LIFO	(153,325)	(198,980)
Total inventories	$ 762,635	$ 633,262

LONG-TERM DEBT (Details) $ in Millions	9 Months Ended
LONG-TERM DEBT (Details) $ in Millions	Sep. 29, 2013 USD ($)
Notes Due 2013 [Member]
Long-term debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Extinguishment Of Debt Amount	$ 250.0
Notes Due 2023 [Member]
Long-term debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.625%
Debt Instrument, Face Amount	$ 250.0

FINANCIAL INSTRUMENTS (Details) $ in Millions	3 Months Ended	9 Months Ended
FINANCIAL INSTRUMENTS (Details) $ in Millions	Sep. 29, 2013 USD ($)	Sep. 29, 2013 USD ($)
Financial Instruments [Line Items]
Carrying value of long-term debt	$ 1,799.3	$ 1,799.3
Fair value of long-term debt	1,968.5	1,968.5
Interest Rate Fair Value Hedge Asset at Fair Value	17.1	17.1
Notes Due 2023 [Member]
Financial Instruments [Line Items]
Debt Instrument, Face Amount	$ 250.0	$ 250.0
Debt Instrument, Interest Rate, Stated Percentage	2.625%	2.625%
Debt Instrument, Maturity Date	May 01, 2023
Notes Due 2013 [Member]
Financial Instruments [Line Items]
Debt Instrument, Face Amount	$ 250.0	$ 250.0
Debt Instrument, Interest Rate, Stated Percentage	5.00%	5.00%
Notes Due 2015 [Member]
Financial Instruments [Line Items]
Debt Instrument, Face Amount	$ 250.0	$ 250.0
Debt Instrument, Interest Rate, Stated Percentage	4.85%	4.85%
Interest Rate Swap Agreement May 2012 [Member]
Financial Instruments [Line Items]
Derivative, Notional Amount	$ 250.0	$ 250.0
Weighted Average Interest Rate On Interest Rate Swap Agreements		2.70%
Interest Rate Swap Agreement April 2012 [Member]
Financial Instruments [Line Items]
Derivative, Notional Amount	250.0	$ 250.0
Weighted Average Interest Rate On Interest Rate Swap Agreements		2.40%
Derivative Instruments, Gain (Loss) Recognized in Income, Net		$ (9.5)
Interest Rate Swap Agreement March 2013 [Member]
Financial Instruments [Line Items]
Weighted Average Interest Rate On Interest Rate Swap Agreements		2.10%
Derivative Instruments, Gain (Loss) Recognized in Income, Net		$ (0.2)
Foreign Exchange Contract [Member]
Financial Instruments [Line Items]
Notional Amount of Foreign Currency Derivative Purchase Contracts	154.1	154.1
Notional Amount of Foreign Currency Derivative Sale Contracts	$ 8.6	$ 8.6

FAIR VALUE ACCOUNTING (Details) - USD ($) $ in Thousands	Sep. 29, 2013	Dec. 31, 2012
Fair value [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Cash flow hedging derivatives - Assets	$ 58,431	$ 39,175
Cash flow hedging derivatives - Liabilities	28,738	53,407
Quoted Prices in Active Markets of Identical Assets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Cash flow hedging derivatives - Assets	34,736	37,056
Cash flow hedging derivatives - Liabilities	28,730	39,066
Significant Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Cash flow hedging derivatives - Assets	23,695	2,119
Cash flow hedging derivatives - Liabilities	8	14,341
Significant Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Cash flow hedging derivatives - Assets	0	0
Cash flow hedging derivatives - Liabilities	$ 0	$ 0

INCOME TAXES (Details) $ in Millions	Sep. 29, 2013 USD ($)
Income Tax Disclosure [Abstract]
Reduction in liability for unrecognized tax benefits	$ 6.4

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2013	Sep. 30, 2012	Sep. 29, 2013	Sep. 30, 2012
Defined Benefit Plan Disclosure [Line Items]
Pension Contributions			$ (48,150)	$ (21,309)
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year	$ 25,000
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	7,830	$ 7,576	23,528	22,722
Interest cost	10,984	12,665	32,986	37,980
Expected return on plan assets	(18,277)	(18,222)	(54,862)	(54,634)
Amortization of prior service cost	106	182	317	545
Recognized net actuarial loss (gain)	10,106	9,895	30,324	29,673
Administrative expenses	270	137	537	437
Net periodic benefit cost (income)	11,019	12,233	32,830	36,723
Settlement Loss	0	13,117	0	13,117
Pension Expense	11,019	25,350	32,830	49,840
Pension Contributions	28,700	2,900	29,900	4,600
Other Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	274	293	821	879
Interest cost	2,686	3,316	8,063	9,942
Expected return on plan assets	0	0	0	0
Amortization of prior service cost	209	156	463	465
Recognized net actuarial loss (gain)	(73)	(25)	(55)	(75)
Administrative expenses	24	22	74	117
Net periodic benefit cost (income)	3,120	3,762	9,366	11,328
Settlement Loss	0	0	0	0
Pension Expense	3,120	3,762	9,366	11,328
Pension Contributions	$ 6,300	$ 5,700	$ 18,300	$ 16,700

SHARE REPURCHASES (Details) - USD ($) shares in Thousands, $ in Thousands	1 Months Ended	9 Months Ended
	Apr. 30, 2011	Sep. 29, 2013
Cumulative Share Repurchases and Issuances Abstract
Shares repurchased in the open market under pre-approved share repurchase programs		0
Shares repurchased to replace Treasury Stock issued for stock options and incentive compensation		3,656
Total share repurchases		3,656
Shares issued for stock options and incentive compensation		(3,451)
Net Change		205
Treasury Stock Value Acquired For Share Repurchase Program Cost Method		$ 0
Treasury Stock Value Acquired To Replace Treasury Stock Issued For Stock Options And Incentive Compensation Cost Method		305,564
Total Share Repurchases		305,564
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures		(142,607)
Treasury Stock Change In Value		162,957
Approved share repurchase program	$ 250,000
Available for repurchase under approved share repurchase program		$ 125,100