UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October 1, 2017~~March 29, 2020



¨☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period

from ______to_______

Commission file number 1-183

THE HERSHEY ~~COMPANY~~COMPANY

(Exact name of registrant as specified in its charter)



Delaware		23-0691590
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

19 East Chocolate Avenue, Hershey, PA17033

(Address of principal executive offices and Zip Code)

(717) 534-4200

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

~~100 Crystal A Drive, Hershey, PA~~ ~~17033~~
~~(Address of principal executive offices)~~ ~~(Zip Code)~~
~~717-534-4200~~Title of each class	Trading Symbol(s)	Name of each exchange on which registered
~~(Registrant’s telephone number, including area code)~~Common Stock, one dollar par value
~~Not Applicable~~
~~(Former name, former address and former fiscal year, if changed since last report)~~HSY	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	x		Accelerated filer	¨	Non-accelerated filer	¨		Smaller reporting company	¨	☐

~~Non-accelerated filer~~	¨	~~(Do not check if a smaller reporting company)~~			Emerging growth company	¨	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ ☐No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Stock, one dollar par value—~~150,075,619~~147,395,851 shares, as of ~~October 20, 2017.~~April 17, 2020.

Class B Common Stock, one dollar par value—~~60,619,777~~60,613,777 shares, as of ~~October 20, 2017.~~April 17, 2020.

THE HERSHEY COMPANY

Quarterly Report on Form 10-Q

For the Period Ended ~~October 1, 2017~~March 29, 2020

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
Consolidated Statements of Income for the Three ~~and Nine~~ Months Ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016~~March 31, 2019		3
Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016~~March 31, 2019		4
Consolidated Balance Sheets as of ~~October 1, 2017~~March 29, 2020 and December 31, ~~2016~~2019		5
Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016~~March 31, 2019		6
Consolidated Statement of Stockholders' Equity for the ~~Nine~~Three Months Ended ~~October 1, 2017~~March 29, 2020 and March 31, 2019		7
Notes to Unaudited Consolidated Financial Statements		8
Note 1 - Summary of Significant Accounting Policies		8
Note 2 - Business Acquisition		9
Note 3 - Goodwill and Intangible Assets		10
Note 4 - Short and Long-Term Debt		11
Note 5 - Derivative Instruments		12
Note 6 - Fair Value Measurements		15
Note 7 - Leases		17
Note 8 - Assets and Liabilities Held for Sale		20
Note 9 - Business Realignment Activities		20
Note 10 - Income Taxes		21
Note 11 - Pension and Other Post-Retirement Benefit Plans		22
Note 12 - Stock Compensation Plans		22
Note 13 - Segment Information		24
Note 14 - Treasury Stock Activity		26
Note 15 - Noncontrolling Interest		26
Note 16 - Contingencies		27
Note 17 - Earnings Per Share		27
Note 18 - Other (Income) Expense, Net		28
Note 19 - Supplemental Balance Sheet Information		29
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosures About Market Risk		4839
Item 4. Controls and Procedures		4840

PART II. OTHER INFORMATION		4941
~~Item1.~~Item 1. Legal Proceedings		4941
Item 1A. Risk Factors		4941
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		4942
Item 3. Defaults Upon Senior Securities		4942
Item 4. Mine Safety Disclosures		4942
Item 5. Other Information		4942
Item 6. Exhibits		5043

~~Signatures~~Signature		5144

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

THE HERSHEY COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended				Nine Months Ended					Three Months Ended
	October 1, 2017		October 2, 2016		October 1, 2017			October 2, 2016		March 29, 2020			March 31, 2019
Net sales	$	2,033,121	$	2,003,454	$	5,575,790		$	5,469,937	$	2,037,317		$	2,016,488
Cost of sales	1,092,899		1,152,606		2,965,798			3,054,315		1,170,695			1,123,984
Gross profit	940,222		850,848		2,609,992			2,415,622		866,622			892,504
Selling, marketing and administrative expense	497,182		474,494		1,404,970			1,408,759		475,384			453,573
Long-lived asset impairment charges	—		—		208,712			—		7,543			—
Business realignment costs	4,020		2,330		50,018			30,568		895			62
Operating profit	439,020		374,024		946,292			976,295		382,800			438,869
Interest expense, net	24,589		24,387		72,456			66,730		36,255			37,458
Other (income) expense, net	13,630		21,800		23,557			8,703		11,533			5,477
Income before income taxes	400,801		327,837		850,279			900,862		335,012			395,934
Provision for income taxes	126,788		100,434		275,291			297,671		66,229			92,053
Net income including noncontrolling interest	274,013		227,403		574,988			603,191		268,783			303,881
Less: Net income (loss) attributable to noncontrolling interest	710		—		(26,860		)	—
Less: Net loss attributable to noncontrolling interest										(2,354		)	(477		)
Net income attributable to The Hershey Company	$	273,303	$	227,403	$	601,848		$	603,191	$	271,137		$	304,358

Net income per share—basic:
Common stock	$	1.32	$	1.09	$	2.91		$	2.88	$	1.33		$	1.49
Class B common stock	$	1.20	$	0.99	$	2.64		$	2.63	$	1.21		$	1.36

Net income per share—diluted:
Common stock	$	1.28	$	1.06	$	2.81		$	2.80	$	1.29		$	1.45
Class B common stock	$	1.20	$	0.99	$	2.64		$	2.62	$	1.21		$	1.36

Dividends paid per share:
Common stock	$	0.656	$	0.618	$	1.892		$	1.784	$	0.773		$	0.722
Class B common stock	$	0.596	$	0.562	$	1.720		$	1.622	$	0.702		$	0.656

See Notes to Unaudited Consolidated Financial Statements.

The Hershey Company | Q1 2020 Form 10-Q | Page 3

THE HERSHEY COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Three Months Ended																		Nine Months Ended																		For the three months ended
	October 1, 2017									October 2, 2016									October 1, 2017									October 2, 2016									March 29, 2020									March 31, 2019
	Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount			Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount			Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount			Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount			Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount			Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount
Net income including noncontrolling interest							$	274,013								$	227,403								$	574,988								$	603,191								$	268,783								$	303,881
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	9,605		$	—		9,605			$	(8,533	)	$	—		(8,533		)	$	27,878		$	—		27,878			$	5,053		$	—		5,053
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments:
Foreign currency translation (losses) gains during period																																					$	(51,343	)	$	—		(51,343		)	$	3,428		$	—		3,428
Pension and post-retirement benefit plans:
Net actuarial loss and prior service cost	(9,200		)	3,487			(5,713		)	68			(54		)	14			(9,396		)	3,561			(5,835		)	(29,738		)	11,296			(18,442		)
Reclassification to earnings	24,300			(8,941		)	15,359			11,828			(4,447		)	7,381			38,544			(22,636		)	15,908			46,133			(17,807		)	28,326			4,755			(548		)	4,207			6,718			(1,807		)	4,911
Cash flow hedges:
Losses on cash flow hedging derivatives	(1,339		)	761			(578		)	1,354			(210		)	1,144			(3,545		)	1,643			(1,902		)	(53,627		)	18,838			(34,789		)
Gains (losses) on cash flow hedging derivatives																																					5,381			(1,105		)	4,276			(789		)	718			(71		)
Reclassification to earnings	1,962			(1,380		)	582			(2,288		)	1,390			(898		)	7,374			(3,827		)	3,547			(14,064		)	6,079			(7,985		)	2,091			(1,114		)	977			1,438			(891		)	547
Total other comprehensive income (loss), net of tax	$	25,328		$	(6,073	)	19,255			$	2,429		$	(3,321	)	(892		)	$	60,855		$	(21,259	)	39,596			$	(46,243	)	$	18,406		(27,837		)
Total other comprehensive (loss) income, net of tax																																					$	(39,116	)	$	(2,767	)	(41,883		)	$	10,795		$	(1,980	)	8,815
Total comprehensive income including noncontrolling interest							$	293,268								$	226,511								$	614,584								$	575,354								$	226,900								$	312,696
Comprehensive income (loss) attributable to noncontrolling interest							1,029									(751		)							(26,125		)							(2,040		)
Comprehensive (loss) income attributable to noncontrolling interest																																											(2,462		)							78
Comprehensive income attributable to The Hershey Company							$	292,239								$	227,262								$	640,709								$	577,394								$	229,362								$	312,618

See Notes to Unaudited Consolidated Financial Statements.

The Hershey Company | Q1 2020 Form 10-Q | Page 4

THE HERSHEY COMPANY

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


							March 29, 2020			December 31, 2019
	October 1, 2017			December 31, 2016			(unaudited)
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	275,056		$	296,967		$	1,094,796		$	493,262
Accounts receivable—trade, net	742,832			581,381			705,639			568,509
Inventories	938,187			745,678			832,193			815,251
Prepaid expenses and other	258,379			192,752			222,125			240,080
Total current assets	2,214,454			1,816,778			2,854,753			2,117,102
Property, plant and equipment, net	2,050,124			2,177,248			2,150,217			2,153,139
Goodwill	822,348			812,344			1,976,699			1,985,955
Other intangibles	375,455			492,737			1,324,797			1,341,166
Other assets	174,611			168,365			523,913			512,000
Deferred income taxes	18,485			56,861			25,064			31,033
Total assets	$	5,655,477		$	5,524,333		$	8,855,443		$	8,140,395
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	529,442		$	522,536		$	531,928		$	550,828
Accrued liabilities	673,435			750,986			673,285			702,372
Accrued income taxes	19,109			3,207			61,273			19,921
Short-term debt	815,588			632,471			837,621			32,282
Current portion of long-term debt	300,096			243			788,692			703,390
Total current liabilities	2,337,670			1,909,443			2,892,799			2,008,793
Long-term debt	2,054,132			2,347,455			3,453,525			3,530,813
Other long-term liabilities	402,396			400,161			637,533			655,777
Deferred income taxes	22,303			39,587			197,045			200,018
Total liabilities	4,816,501			4,696,646			7,180,902			6,395,401

Stockholders’ equity:
The Hershey Company stockholders’ equity
Preferred stock, shares issued: none at October 1, 2017 and December 31, 2016	—			—
Common stock, shares issued: 299,281,967 at October 1, 2017 and December 31, 2016	299,281			299,281
Class B common stock, shares issued: 60,619,777 at October 1, 2017 and December 31, 2016	60,620			60,620
Preferred stock, shares issued: none in 2020 and 2019							—			—
Common stock, shares issued: 160,939,248 at March 29, 2020 and December 31, 2019							160,939			160,939
Class B common stock, shares issued: 60,613,777 at March 29, 2020 and December 31, 2019							60,614			60,614
Additional paid-in capital	910,246			869,857			1,153,130			1,142,210
Retained earnings	6,325,011			6,115,961			1,404,453			1,290,461
Treasury—common stock shares, at cost: 149,232,801 at October 1, 2017 and 147,642,009 at December 31, 2016	(6,434,861		)	(6,183,975		)
Treasury—common stock shares, at cost: 13,390,995 at March 29, 2020 and 12,723,592 at December 31, 2019							(742,164		)	(591,036		)
Accumulated other comprehensive loss	(337,027		)	(375,888		)	(365,741		)	(323,966		)
Total—The Hershey Company stockholders’ equity	823,270			785,856			1,671,231			1,739,222
Noncontrolling interest in subsidiary	15,706			41,831			3,310			5,772
Total stockholders’ equity	838,976			827,687			1,674,541			1,744,994
Total liabilities and stockholders’ equity	$	5,655,477		$	5,524,333		$	8,855,443		$	8,140,395

See Notes to Unaudited Consolidated Financial Statements.

The Hershey Company | Q1 2020 Form 10-Q | Page 5

THE HERSHEY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended						Three Months Ended
	October 1, 2017			October 2, 2016			March 29, 2020			March 31, 2019
Operating Activities
Net income including noncontrolling interests	$	574,988		$	603,191
Net income including noncontrolling interest							$	268,783		$	303,881
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	194,313			241,901			70,624			72,329
Stock-based compensation expense	37,966			40,699			12,575			10,556
Deferred income taxes	(14,859		)	(12,703		)	(7,003		)	1,300
Impairment of long-lived assets (see Note 7)	208,712			—
Impairment of long-lived assets (see Note 6)							7,543			—
Write-down of equity investments	23,999			35,862			11,103			1,152
Gain on settlement of SGM liability (see Note 2)	—			(26,650		)
Other	60,129			42,499			15,404			8,497
Changes in assets and liabilities, net of business acquisitions:
Changes in assets and liabilities, net of business acquisitions and divestitures:
Accounts receivable—trade, net	(161,451		)	(157,142		)	(153,086		)	(99,991		)
Inventories	(192,509		)	(83,221		)	(27,907		)	(6,410		)
Prepaid expenses and other current assets	(33,581		)	(44,254		)	(3,913		)	(8,740		)
Accounts payable and accrued liabilities	(15,380		)	(126,966		)	636			(2,798		)
Accrued income taxes	18,849			1,128			71,263			56,282
Contributions to pension and other benefits plans	(57,883		)	(42,566		)
Contributions to pension and other benefit plans							(4,109		)	(4,661		)
Other assets and liabilities	(17,394		)	(21,018		)	(15,820		)	(1,437		)
Net cash provided by operating activities	625,899			450,760			246,093			329,960
Investing Activities
Capital additions (including software)	(148,923		)	(168,225		)	(99,217		)	(92,814		)
Proceeds from sales of property, plant and equipment	1,758			3,032
Proceeds from sales of property, plant and equipment and other long-lived assets							21			75
Equity investments in tax credit qualifying partnerships	(39,977		)	(35,395		)	(11,473		)	(18,884		)
Business acquisitions, net of cash and cash equivalents acquired	—			(285,374		)
Net cash used in investing activities	(187,142		)	(485,962		)	(110,669		)	(111,623		)
Financing Activities
Net increase in short-term debt	173,110			250,573
Long-term borrowings	—			792,923
Repayment of long-term debt	(204		)	(250,000		)
Payment of SGM liability (see Note 2)	—			(35,762		)
Net increase (decrease) in short-term debt							807,290			(28,990		)
Long-term borrowings, net of debt issuance costs							—			1,370
Repayment of long-term debt and finance leases							(1,086		)	(3,135		)
Cash dividends paid	(391,845		)	(371,706		)	(157,803		)	(146,463		)
Repurchase of common stock	(300,312		)	(452,580		)	(169,176		)	(198,500		)
Exercise of stock options	53,532			88,093			16,400			34,573
Net cash (used in) provided by financing activities	(465,719		)	21,541
Net cash provided by (used in) financing activities							495,625			(341,145		)
Effect of exchange rate changes on cash and cash equivalents	5,051			465			(18,671		)	775
Decrease in cash and cash equivalents	(21,911		)	(13,196		)
Increase (decrease) in cash and cash equivalents, including cash classified as held for sale							612,378			(122,033		)
Less: Increase in cash and cash equivalents classified as held for sale (see Note 8)							(10,844		)	—
Net increase (decrease) in cash and cash equivalents							601,534			(122,033		)
Cash and cash equivalents, beginning of period	296,967			346,529			493,262			587,998
Cash and cash equivalents, end of period	$	275,056		$	333,333		$	1,094,796		$	465,965
Supplemental Disclosure
Interest paid	$	81,497		$	72,925		$	27,820		$	35,271
Income taxes paid	271,412			306,580			14,107			28,733

See Notes to Unaudited Consolidated Financial Statements.

The Hershey Company | Q1 2020 Form 10-Q | Page 6

THE HERSHEY COMPANY

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


	Preferred Stock		Common Stock		Class B Common Stock		Additional Paid-in Capital		Retained Earnings			Treasury Common Stock			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest in Subsidiary			Total Stockholders’ Equity			Preferred Stock		Common Stock		Class B Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Common Stock			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests in Subsidiaries			Total Stockholders’ Equity
Balance, December 31, 2016	$	—	$	299,281	$	60,620	$	869,857	$	6,115,961		$	(6,183,975	)	$	(375,888	)	$	41,831		$	827,687
Balance, December 31, 2019																								—		160,939		60,614		1,142,210			1,290,461			(591,036		)	(323,966		)	5,772			1,744,994
Net income (loss)									601,848									(26,860		)	574,988												271,137									(2,354		)	268,783
Other comprehensive income															38,861			735			39,596
Other comprehensive loss																																							(41,775		)	(108		)	(41,883		)
Dividends (including dividend equivalents):
Common Stock, $1.892 per share									(288,533		)										(288,533		)
Class B Common Stock, $1.720 per share									(104,265		)										(104,265		)
Common Stock, $0.773 per share																																	(114,594		)										(114,594		)
Class B Common Stock, $0.702 per share																																	(42,551		)										(42,551		)
Stock-based compensation							36,283														36,283									12,568															12,568
Exercise of stock options and incentive-based transactions							4,106					49,426									53,532									(1,648		)				18,048									16,400
Repurchase of common stock												(300,312		)							(300,312		)													(169,176		)							(169,176		)
Balance, October 1, 2017	$	—	$	299,281	$	60,620	$	910,246	$	6,325,011		$	(6,434,861	)	$	(337,027	)	$	15,706		$	838,976
Balance, March 29, 2020																								$	—	$	160,939	$	60,614	$	1,153,130		$	1,404,453		$	(742,164	)	$	(365,741	)	$	3,310		$	1,674,541

The Hershey Company | Q1 2020 Form 10-Q | Page 7

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except share data or if otherwise indicated)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited consolidated financial statements provided in this report include the accounts of The Hershey Company (the “Company,” “Hershey,” “we” or “us”) 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~~minority 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.~~beneficiary or we have the power to direct the activities that most significantly impact the entity's economic performance. We use the equity method of accounting when we have a 20% to 50% interest in other companies and exercise significant influence. Other investments that are not controlled, and over which we do not have the ability to exercise significant influence, are accounted for under the cost method. Both equity and cost method investments are included as Other non-current assets in the Consolidated Balance Sheets.

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not contain certain information and disclosures required by GAAP for comprehensive financial statements. The financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in our opinion, necessary for a fair presentation of the results of operations, financial position, and cash flows for the indicated periods.

Operating results for the quarter ended ~~October 1, 2017~~March 29, 2020 may not be indicative of the results that may be expected for the year ending December 31, ~~2017~~2020 because of seasonal effects on our business. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2019 (our ~~“2016~~“2019 Annual Report on Form 10-K”), which provides a more complete understanding of our accounting policies, financial position, operating results and other matters.

~~Reclassifications~~

~~Certain prior period amounts~~ Additionally, based on the duration and severity of the novel coronavirus ("COVID-19") pandemic, including but not limited to stock market volatility, supply chain disruptions, reduced or eliminated food services, reduced travel, the closure of retailing establishments and the cancellation of major sporting and entertainment events, we are uncertain of the ultimate impact COVID-19 could have ~~been reclassified to conform to current year presentation. Specifically, this includes amounts reclassified to conform to the current year presentation in the Consolidated Statements of Cash Flows.~~on our business.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In ~~May 2014,~~August 2018, the Financial Accounting Standards Board ~~(“FASB”~~("FASB") issued Accounting Standards Update ~~(“ASU”~~("ASU") No. ~~2014-09,~~ ~~Revenue from Contracts with Customers~~2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which ~~outlines a single comprehensive model~~modifies the disclosure requirements for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional financial statement disclosures that will enable users to understand the nature, amount, timingdefined benefit pension plans and ~~uncertainty of revenue and cash flows relating to customer contracts. The new standard was originally~~other post-retirement plans. ASU 2018-14 is effective for usannual periods beginning after December 15, 2020, with early adoption permitted. The amendments in this ASU should be applied on ~~January 1, 2017; however, in July 2015 the FASB decided~~a retrospective basis to ~~defer the effective date by one year. Early application is not permitted, but reporting entities may choose~~all periods presented. We elected to early adopt the ~~standard as~~provisions of this ASU in the ~~original effective date. The standard permits the use~~fourth quarter of ~~either the full retrospective or modified retrospective transition method.~~

~~We have substantially completed our assessment~~2019. Adoption of the new standard ~~and we do~~did not ~~expect our adoption of the new standard to~~ have a material impact on our consolidated financial statements. ~~We intend to adopt the requirements of the new standard in the first quarter of 2018 utilizing the modified retrospective transition method.~~

In ~~February~~June 2016, the FASB issued ASU No. ~~2016-02,~~ ~~Leases~~2016-13, Financial Instruments – Credit Losses (Topic ~~842)~~326): Measurement of Credit Losses on Financial Instruments. This ASU ~~will require lessees to recognize a right-of-use asset~~modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 is effective for annual periods beginning after December 15, 2019 and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. This ASU also requires certain quantitative and qualitative disclosures. Accounting guidance for lessors is largely unchanged.interim periods within those annual periods. The amendments in this ASU should be applied on a modified retrospective ~~basis.~~basis to all periods presented. We adopted the provisions of this ASU ~~2016-02 is effective for us beginning January 1, 2019. We are~~ in the ~~process~~first quarter of ~~developing an inventory~~2020. Adoption of ~~our lease arrangements in order to determine~~ the new standard did not have a material impact ~~that the adoption of ASU 2016-02 will have~~ on our consolidated financial statements and related disclosures. Based on our assessment to date, we expect adoption of this standard to result in a material increase in lease-related assets and liabilities on our Consolidated Balance Sheets; however, we do not expect it to have a significant impact on our Consolidated Statements of Income or Cash Flows.statements.

The Hershey Company | Q1 2020 Form 10-Q | Page 8

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL ~~STATEMENTS~~STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

In ~~March 2016,~~August 2018, the FASB issued ASU No. ~~2016-09,~~ ~~Compensation—Stock Compensation~~2018-13, Fair Value Measurement (Topic ~~718): Improvements~~820), Disclosure Framework-Changes to ~~Employee Share-Based Payment Accounting~~the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. ASU 2018-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. We adopted the provisions of this ASU in the first quarter of 2017. This update principally affects the recognition of excess tax benefits and deficiencies and the cash flow classification of share-based compensation-related transactions. The requirement to recognize excess tax benefits and deficiencies as income tax expense or benefit in the income statement was applied prospectively, with a benefit of $7,927 recognized during the nine months ended October 1, 2017. Additionally, within the Consolidated Statement of Cash Flows, the impact2020. Adoption of the ~~adoption resulted in~~new standard did not have a $19,916 increase in net cash flow from operating activities and a corresponding decrease in net cash flow from financing activities for the nine months ended October 1, 2017. These classification requirements were adopted retrospectively to the Consolidated Statement of Cash Flows for the nine months ended October 2, 2016, resulting in a $28,221 increase in net cash flow from operating activities and a corresponding $28,221 decrease in net cash flow from financing activities.material impact on our consolidated financial statements.

In ~~March 2017,~~August 2018, the FASB issued ASU No. ~~2017-07,~~ ~~Compensation-Retirement Benefits (Topic 715)~~2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This ASU will require an employer to report the service cost component of net benefit cost in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if presented, or disclosed separately. In addition, only the service cost component may be eligible for capitalization where applicable. The amendments should be applied on a retrospective basis. ASU 2017-07 is effective for us beginning January 1, 2018, with early adoption permitted as of the beginning of a financial year. We currently plan to adoptaligns the requirements offor capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the ~~new standard in the first quarter of 2018 and expect the adoption~~requirements for capitalizing implementation costs incurred to ~~impact only classification within our Consolidated Statement of Income.~~

~~In August 2017, the FASB issued~~develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU ~~No. 2017-12,~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~, which amends ASC 815. The purpose of this ASU is to better align accounting rules with a company’s risk management activities and financial reporting for hedging relationships, better reflect economic results of hedging in financial statements, simplify hedge accounting requirements and improve the disclosures of hedging arrangements. The amendment should be applied using the modified retrospective transition method. ASU 2017-122018-15 is effective for annual periods beginning after December 15, ~~2018~~2019 and interim periods within those annual periods, with early adoption permitted. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We ~~currently plan to adopt~~adopted the ~~requirements~~provisions of ~~the new standard~~this ASU in the first quarter of ~~2018. We do~~2020 on a prospective basis. Adoption of the new standard did not ~~expect it to~~ have a ~~significant~~material impact on our ~~Consolidated Financial Statements.~~consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU is intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for annual periods beginning after December 15, 2020 and interim periods within those annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are currently evaluating the impact of the new standard on our consolidated financial statements and related disclosures.

No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures.

2. BUSINESS ACQUISITION

On September 23, 2019, we completed the acquisition of ONE Brands, LLC ("ONE Brands"), previously a privately held company that sells a line of low-sugar, high-protein nutrition bars to retailers and distributors in the United States, with the ONE Bar as its primary product. The purchase consideration for ONE Brands totaled $402,160 and consisted of cash on hand and short-term borrowings. Acquisition-related costs for the ONE Brands acquisition were immaterial.

The Hershey Company | Q1 2020 Form 10-Q | Page 9

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL ~~STATEMENTS~~STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

~~2. BUSINESS ACQUISITIONS~~

~~Acquisitions of businesses are~~The acquisition has been accounted for as ~~purchases~~a purchase and, accordingly, ~~the~~ONE Brands' results of operations ~~of the businesses acquired~~ have been included within the North America segment results in ~~the~~our consolidated financial statements since the ~~respective dates~~date of ~~the acquisitions. The purchase price for each of the acquisitions is allocated to the assets acquired and liabilities assumed.~~

~~2016 Acquisition~~

~~Ripple Brand Collective, LLC~~

~~On April 26, 2016, we completed the acquisition of all of the outstanding shares of Ripple Brand Collective, LLC, a privately held company based in Congers, New York that owns the~~ ~~barkTHINS~~ ~~mass premium chocolate snacking brand. The~~ ~~barkTHINS~~ brand is largely sold in the United States in take-home resealable packages and is available in the club channel, as well as select natural and conventional grocers. Our consolidated net sales for the year ended December 31, 2016 included approximately $35,600 attributed to ~~barkTHINS~~.

acquisition. The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows:

The purchase price allocation presented above has been finalized as of the end of the first quarter of 2020. The measurement period adjustments to the initial allocation are based on more detailed information obtained about the specific assets acquired and liabilities assumed.

Goodwill ~~is calculated~~was determined as the excess of the purchase price over the fair value of the net assets ~~acquired.~~acquired (including the identifiable intangible assets). The goodwill ~~resulting~~derived from ~~the~~this acquisition is ~~attributable primarily~~expected to be deductible for tax purposes and reflects the value of leveraging our brand building expertise, ~~consumer insights,~~ supply chain capabilities and retail relationships to accelerate growth and access to ~~barkTHINS~~the portfolio of ONE Brands products. ~~Acquired~~

Other intangible assets include trademarks valued at $144,900, customer relationships valued at $58,800 and covenants not to compete valued at $3,100. Trademarks were assigned an estimated useful life of 33 years, customer relationships were assigned estimated useful lives ~~of 27~~ranging from 17 to 19 years ~~while other intangibles, including customer relationships~~ and covenants not to compete were assigned an estimated useful ~~lives ranging from 2 to 14~~life of 4 years. ~~The recorded goodwill, trademarks and other intangibles are expected to be deductible for tax purposes.~~

~~Shanghai Golden Monkey (“SGM”)~~

On February 3, 2016, we completed the purchase of the remaining 20% of the outstanding shares of SGM for cash consideration totaling $35,762, pursuant to a new agreement entered into during the fourth quarter of 2015 with the SGM selling shareholders which revised the originally-agreed purchase price for these shares. For accounting purposes, we treated the acquisition as if we had acquired 100% at the initial acquisition date in 2014 and financed the payment for the remaining 20% of the outstanding shares. Therefore, the cash settlement of the liability for the purchase of these remaining shares is reflected within the financing section of the Unaudited Consolidated Statements of Cash Flows.

The final settlement also resulted in an extinguishment gain of $26,650 representing the net carrying amount of the recorded liability in excess of the cash paid to settle the obligation for the remaining 20% of the outstanding shares. This gain is recorded within non-operating other (income) expense, net within the Unaudited Consolidated Statements of Income.

3. GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying value of goodwill by reportable segment for the ~~nine~~three months ended ~~October 1, 2017~~March 29, 2020 are as follows:



	North America			International and Other			Total
Balance at December 31, 2019	1,967,466			18,489			1,985,955
Measurement period adjustments (see Note 2)	825			—			825
Foreign currency translation	(7,684		)	(2,397		)	(10,081		)
Balance at March 29, 2020	$	1,960,607		$	16,092		$	1,976,699

The Hershey Company | Q1 2020 Form 10-Q | Page 10

North America International and Other Total
Balance at December 31, 2016 $ 792,190
$ 20,154
$ 812,344
Foreign currency translation 8,401
1,603
10,004
Balance at October 1, 2017 800,591
21,757
822,348

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL ~~STATEMENTS~~STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

The following table provides the gross carrying amount and accumulated amortization for each major class of intangible asset:



	March 29, 2020					December 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Intangible assets subject to amortization:
Trademarks	$	1,208,653	$	(80,475	)	$	1,212,172	$	(73,262	)
Customer-related	204,588		(41,845		)	207,749		(40,544		)
Patents	16,132		(15,999		)	16,711		(16,525		)
Total	1,429,373		(138,319		)	1,436,632		(130,331		)

Intangible assets not subject to amortization:
Trademarks	33,743					34,865
Total other intangible assets	$	1,324,797				$	1,341,166

October 1, 2017 December 31, 2016
Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization
Intangible assets subject to amortization:
Trademarks $ 272,599
$ (34,516 ) $ 317,023
$ (30,458 )
Customer-related 128,722
(33,069 ) 200,409
(36,482 )
Patents 17,059
(15,562 ) 16,426
(13,700 )
Total 418,380
(83,147 ) 533,858
(80,640 )

Intangible assets not subject to amortization:
Trademarks 40,222
39,519

Total other intangible assets $ 375,455
$ 492,737

As discussed in Note 7, in February 2017, we commenced the Margin for Growth Program which includes an initiative to optimize the manufacturing operations supporting our China business. We deemed this to be a triggering event requiring us to test our China long-lived asset group for impairment by first determining whether the carrying value of the asset group was recovered by our current estimates of future cash flows associated with the asset group. Because this assessment indicated that the carrying value was not recoverable, we calculated an impairment loss as the excess of the asset group's carrying value over its fair value. The resulting impairment loss was allocated to the asset group's long-lived assets. Therefore, as a result of this testing, during the first quarter of 2017, we recorded an impairment charge totaling $105,992 representing the portion of the impairment loss that was allocated to the distributor relationship and trademark intangible assets that had been recognized in connection with the 2014 SGM acquisition.

Total amortization expense for the three months ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016~~March 31, 2019 was ~~$5,410~~$11,640 and ~~$7,666, respectively. Total amortization expense for the nine months ended October 1, 2017 and October 2, 2016 was $17,968 and $18,811,~~$12,238, respectively.

4. SHORT AND LONG-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. We maintain a ~~$1.0~~$1.5 billion unsecured revolving credit facility ~~which currently expires in November 2020. This agreement also includes an~~with the option to increase borrowings by an additional ~~$400~~$500 million with the consent of the lenders. This facility is scheduled to expire on July 2, 2024, however, we may extend the termination date for up to two additional one-year periods upon notice to the administrative agent under the facility.

The credit agreement contains certain financial and other covenants, customary representations, warranties and events of default. As of ~~October 1, 2017,~~March 29, 2020, we were in compliance with all covenants pertaining to the credit agreement, and we had no significant compensating balance agreements that legally restricted these funds. For more information, refer to the Consolidated Financial Statements included in our ~~2016 Annual~~2019Annual Report on Form 10-K.

In addition to the revolving credit facility, we maintain lines of credit with domestic and international commercial banks. ~~We had short-term foreign bank loans against these lines of credit for $175,279 at October 1, 2017 and $158,805 at December 31, 2016.~~ Commitment fees relating to our revolving credit facility and lines of credit are not material. Short-term debt consisted of the following:



	March 29, 2020			December 31, 2019
Short-term foreign bank borrowings against lines of credit	$	37,263		$	32,282
U.S. commercial paper	800,358			—
Total short-term debt	$	837,621		$	32,282
Weighted average interest rate on outstanding commercial paper	1.4		%	N/A

At October 1, 2017, we had outstanding commercial paper totaling $640,309, at a weighted average interest rate of 1.2%. At December 31, 2016, we had outstanding commercial paper totaling $473,666, at a weighted average interest rate of 0.6%.

The Hershey Company | Q1 2020 Form 10-Q | Page 11

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL ~~STATEMENTS~~STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Long-term debt consisted of the following:



Debt Type and Rate	Maturity Date	March 29, 2020			December 31, 2019
2.90% Notes	May 15, 2020	$	350,000		$	350,000
4.125% Notes	December 1, 2020	350,000			350,000
8.8% Debentures	February 15, 2021	84,715			84,715
3.10% Notes	May 15, 2021	350,000			350,000
2.625% Notes	May 1, 2023	250,000			250,000
3.375% Notes	May 15, 2023	500,000			500,000
2.050% Notes	November 15, 2024	300,000			300,000
3.20% Notes	August 21, 2025	300,000			300,000
2.30% Notes	August 15, 2026	500,000			500,000
7.2% Debentures	August 15, 2027	193,639			193,639
2.450% Notes	November 15, 2029	300,000			300,000
3.375% Notes	August 15, 2046	300,000			300,000
3.125% Notes	November 15, 2049	400,000			400,000
Finance lease obligations (see Note 7)		81,094			79,643
Net impact of interest rate swaps, debt issuance costs and unamortized debt discounts		(17,231		)	(23,794		)
Total long-term debt		4,242,217			4,234,203
Less—current portion		788,692			703,390
Long-term portion		$	3,453,525		$	3,530,813

December 31, October 1, 2017 December 31, 2016
1.60% Notes due 2018 300,000
300,000
4.125% Notes due 2020 350,000
350,000
8.8% Debentures due 2021 84,715
84,715
2.625% Notes due 2023 250,000
250,000
3.20% Notes due 2025 300,000
300,000
2.30% Notes due 2026 500,000
500,000
7.2% Debentures due 2027 193,639
193,639
3.375% Notes due 2046 300,000
300,000
Lease obligations 86,201
83,619
Net impact of interest rate swaps, debt issuance costs and unamortized debt discounts (10,327 ) (14,275 )
Total long-term debt 2,354,228
2,347,698
Less—current portion 300,096
243
Long-term portion $ 2,054,132
$ 2,347,455

Net interest expense ~~consisted~~consists of the following:



	Three Months Ended
	March 29, 2020			March 31, 2019
Interest expense	$	39,256		$	40,663
Capitalized interest	(1,417		)	(1,257		)
Interest expense	37,839			39,406
Interest income	(1,584		)	(1,948		)
Interest expense, net	$	36,255		$	37,458

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016
Interest expense $ 25,955
$ 25,882
$ 76,208
$ 72,404
Capitalized interest (1,033 ) (1,141 ) (2,892 ) (4,702 )
Interest expense 24,922
24,741
73,316
67,702
Interest income (333 ) (354 ) (860 ) (972 )
Interest expense, net $ 24,589
$ 24,387
$ 72,456
$ 66,730

5. DERIVATIVE INSTRUMENTS

We are exposed to market risks arising principally from changes in foreign currency exchange rates, interest rates and commodity prices. We use certain derivative instruments to manage these risks. These include interest rate swaps to manage interest rate risk, foreign currency forward exchange contracts ~~and options~~ to manage foreign currency exchange rate risk, and commodities futures and options contracts to manage commodity market price risk exposures.

In entering into these contracts, we have assumed the risk that might arise from the possible inability of counterparties to meet the terms of their contracts. We mitigate this risk by entering into exchanged-traded contracts with collateral posting requirements and/or by performing financial assessments prior to contract execution, conducting periodic evaluations of counterparty performance and maintaining a diverse portfolio of qualified counterparties. We do not expect any significant losses from counterparty defaults.

The Hershey Company | Q1 2020 Form 10-Q | Page 12

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Commodity Price Risk

We enter into commodities futures and options contracts and other commodity derivative instruments to reduce the effect of future price fluctuations associated with the purchase of raw materials, energy requirements and transportation services. We generally hedge commodity price risks for 3- to 24-month periods. Our open commodity derivative contracts had a notional value ~~assuming period-end market prices,~~ of ~~$408,983~~$844,416 as of ~~October 1, 2017~~March 29, 2020 and ~~$739,374~~$589,662 as of December 31, ~~2016.~~2019.

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

Derivatives used to manage commodity price risk are not designated for hedge accounting treatment. Therefore, the changes in fair value of these derivatives are recorded as incurred within cost of sales. As discussed in Note ~~11,~~13, we define our segment income to exclude gains and losses on commodity derivatives until the related inventory is sold, at which time the related gains and losses are reflected within segment income. This enables us to continue to align the derivative gains and losses with the underlying economic exposure being hedged and thereby eliminate the mark-to-market volatility within our reported segment income.

Foreign Exchange Price Risk

We are exposed to foreign currency exchange rate risk related to our international operations, including non-functional currency intercompany debt and other non-functional currency transactions of certain subsidiaries. Principal currencies hedged include the euro, Canadian dollar, Japanese yen, British pound, Brazilian real and ~~Brazilian real.~~Malaysian ringgit. We typically utilize foreign currency forward exchange contracts to hedge these exposures for periods ranging from 3 to 12 months. The contracts are either designated as cash flow hedges or are undesignated. The net notional amount of foreign exchange contracts accounted for as cash flow hedges was ~~$107,507~~$54,992 at ~~October 1, 2017~~March 29, 2020 and ~~$68,263~~$65,826 at December 31, ~~2016.~~2019. The effective portion of the changes in fair value on these contracts is recorded in other comprehensive income and reclassified into earnings in the same period in which the hedged transactions affect earnings. The net notional amount of foreign exchange contracts that are not designated as accounting hedges was ~~$2,791~~$45,755 at ~~October 1, 2017~~March 29, 2020 and $50,831 at December 31, ~~2016.~~2019. The change in fair value on these instruments is recorded directly in cost of sales or selling, marketing and administrative expense, depending on the nature of the underlying exposure.

We manage our targeted mix of fixed and floating rate debt with debt issuances and by entering into fixed-to-floating interest rate swaps in order to mitigate fluctuations in earnings and cash flows that may result from interest rate volatility. These swaps are designated as fair value hedges, for which the gain or loss on the derivative and the offsetting loss or gain on the hedged item are recognized in current earnings as interest expense (income), net. ~~At October 1, 2017~~We had one interest rate derivative instrument in a fair value hedging relationship with a notional amount of $350,000 at March 29, 2020 and December 31, ~~2016, we had interest rate derivative instruments in fair value hedging relationships with a total notional amount of $350,000.~~2019.

In order to manage interest rate exposure, in previous years we utilized interest rate swap agreements to protect against unfavorable interest rate changes relating to forecasted debt transactions. These swaps, which were settled upon issuance of the related debt, were designated as cash flow hedges and the gains and losses that were deferred in other comprehensive income are being recognized as an adjustment to interest expense over the same period that the hedged interest payments affect earnings.

We are exposed to market price changes in certain broad market indices related to our deferred compensation obligations to our employees. To mitigate this risk, we use equity swap contracts to hedge the portion of the exposure that is linked to market-level equity returns. These contracts are not designated as hedges for accounting purposes and are entered into for periods of 3 to 12 months. The change in fair value of these derivatives is recorded in selling, marketing and administrative expense, together with the change in the related liabilities. The notional amount of the contracts outstanding at ~~October 1, 2017~~March 29, 2020 and December 31, ~~2016~~2019 was ~~$24,164~~$28,600 and ~~$22,099,~~$28,187, respectively.

The Hershey Company | Q1 2020 Form 10-Q | Page 13

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL ~~STATEMENTS~~STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

The following table presents the classification of derivative assets and liabilities within the Consolidated Balance Sheets as of ~~October 1, 2017~~March 29, 2020 and December 31, ~~2016:~~2019:



	March 29, 2020				December 31, 2019
	Assets (1)		Liabilities (1)		Assets (1)		Liabilities (1)
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts	$	5,613	$	1,029	$	1,235	$	1,779

Derivatives designated as fair value hedging instruments:
Interest rate swap agreements	6,182		—		555		—

Derivatives not designated as hedging instruments:
Commodities futures and options (2)	2,862		7,743		9,080		626
Deferred compensation derivatives	—		5,759		2,557		—
Foreign exchange contracts	—		1,855		1,496		—
	2,862		15,357		13,133		626
Total	$	14,657	$	16,386	$	14,923	$	2,405

December 31, October 1, 2017 December 31, 2016
Assets (1) Liabilities (1) Assets (1) Liabilities (1)
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts $ 421
$ 4,216
$ 2,229
$ 809

Derivatives designated as fair value hedging instruments:
Interest rate swap agreements 4,571
—
1,768
—

Derivatives not designated as hedging instruments:
Commodities futures and options (2) 6,222
295
2,348
10,000
Deferred compensation derivatives 994
—
717
—
Foreign exchange contracts 14
—
—
16
7,230
295
3,065
10,016
Total $ 12,222
$ 4,511
$ 7,062
$ 10,825

Income Statement Impact of Derivative Instruments

The effect of derivative instruments on the Consolidated Statements of Income for the three months ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016~~March 31, 2019 was as follows:

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

The Hershey Company | Q1 2020 Form 10-Q | Page 14

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

~~The effect of derivative instruments on the Consolidated Statements of Income for the nine months ended October 1, 2017 and October 2, 2016 was as follows:~~

The amount of pretax net losses on derivative instruments, including interest rate swap agreements and foreign currency forward exchange contracts ~~and options, commodities futures and options contracts, and other commodity derivative instruments~~ expected to be reclassified ~~from AOCI~~ into earnings in the next 12 months was approximately ~~$13,299~~$4,789 as of ~~October 1, 2017.~~March 29, 2020. This amount is primarily associated with ~~deferred losses relating to~~ interest rate swap agreements.

Fair Value ~~Hedges~~Hedging Relationships

The following table presents amounts that were recorded on the Consolidated Balance Sheets related to cumulative basis adjustments for interest rate swap derivatives designated as fair value accounting hedges as of March 29, 2020 and December 31, 2019.



Line Item in the Consolidated Balance Sheets in Which the Hedged Item is Included	Carrying Amount of the Hedged Asset/(Liability)						Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount Assets/(Liabilities)
	March 29, 2020			December 31, 2019			March 29, 2020		December 31, 2019
Long-term debt	$	(343,818	)	$	(349,445	)	$	6,182	$	555

For the three months ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016,~~March 31, 2019, we recognized a net pretax benefit to interest expense of ~~$573~~$151 and ~~$1,022~~net incremental interest expense of $630, respectively, relating to our fixed-to-floating interest swap arrangements. For the nine months ended October 1, 2017 and October 2, 2016, we recognized a net pretax benefit to interest expense of $2,203 and $3,477 relating to our fixed-to-floating interest swap arrangements.

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

6. FAIR VALUE MEASUREMENTS

Accounting guidance on fair value measurements requires that financial assets and liabilities be classified and disclosed in one of the following categories of the fair value hierarchy:

Level 1 – Based on unadjusted quoted prices for identical assets or liabilities in an active market.

Level 2 – Based on observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Based on unobservable inputs that reflect the entity's own assumptions about the assumptions that a market participant would use in pricing the asset or liability.

We did not have any level 3 financial assets or liabilities, nor were there any transfers between levels during the periods presented.

The Hershey Company | Q1 2020 Form 10-Q | Page 15

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of ~~October 1, 2017~~March 29, 2020 and December 31, ~~2016:~~2019:



	Assets (Liabilities)
	Level 1		Level 2		Level 3		Total
March 29, 2020:
Derivative Instruments:
Assets:
Foreign exchange contracts (1)	$	—	$	5,613	$	—	$	5,613
Interest rate swap agreements (2)	—		6,182		—		6,182
Commodities futures and options (4)	2,862		—		—		2,862
Liabilities:
Foreign exchange contracts (1)	—		2,884		—		2,884
Deferred compensation derivatives (3)	—		5,759		—		5,759
Commodities futures and options (4)	7,743		—		—		7,743
December 31, 2019:
Assets:
Foreign exchange contracts (1)	$	—	$	2,731	$	—	$	2,731
Interest rate swap agreements (2)	—		555		—		555
Deferred compensation derivatives (3)	—		2,557		—		2,557
Commodities futures and options (4)	9,080		—		—		9,080
Liabilities:
Foreign exchange contracts (1)	—		1,779		—		1,779
Commodities futures and options (4)	626		—		—		626

Level 1 Level 2 Level 3 Total
October 1, 2017:
Derivative Instruments:
     Assets:
           Foreign exchange contracts (1) $ —
$ 435
$ —
$ 435
           Interest rate swap agreements (2) —
4,571
—
4,571
           Deferred compensation derivatives (3) —
994
—
994
           Commodities futures and options (4) 6,222
—
—
6,222
     Liabilities:
            Foreign exchange contracts (1) —
4,216
—
4,216
            Commodities futures and options (4) 295
—
—
295
December 31, 2016:
     Assets:
           Foreign exchange contracts (1) $ —
$ 2,229
$ —
$ 2,229
           Interest rate swap agreements (2) —
1,768
—
1,768
           Deferred compensation derivatives (3) —
717
—
717
           Commodities futures and options (4) 2,348
—
—
2,348
     Liabilities:
           Foreign exchange contracts (1) —
825
—
825
           Commodities futures and options (4) 10,000
—
—
10,000

(1)

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


(2)	The fair value of interest rate swap agreements represents the difference in the present value 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.


(3)	The fair value of deferred compensation derivatives is based on quoted prices for market interest rates and a broad market equity index.


(4)	The fair value of commodities futures and options contracts is based on quoted market prices.

Other Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair values as of March 29, 2020 and December 31, 2019 because of the relatively short maturity of these instruments.

The Hershey Company | Q1 2020 Form 10-Q | Page 16

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL ~~STATEMENTS~~STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

~~Other Financial Instruments~~

The carrying amounts of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and short-term debt approximated fair values as of October 1, 2017 and October 2, 2016 because of the relatively short maturity of these instruments.

The estimated fair value of our long-term debt is based on quoted market prices for similar debt issues and is, therefore, classified as Level 2 within the valuation hierarchy. The fair values and carrying values of long-term debt, including the current portion, were as follows:



	Fair Value				Carrying Value
	March 29, 2020		December 31, 2019		March 29, 2020		December 31, 2019
Current portion of long-term debt	$	796,500	$	712,863	$	788,692	$	703,390
Long-term debt	3,498,522		3,656,540		3,453,525		3,530,813
Total	$	4,295,022	$	4,369,403	$	4,242,217	$	4,234,203

Fair Value Carrying Value
October 1, 2017 December 31, 2016 October 1, 2017 December 31, 2016
Current portion of long-term debt $ 300,348
$ 243
$ 300,096
$ 243
Long-term debt 2,114,276
2,379,054
2,054,132
2,347,455
Total $ 2,414,624
$ 2,379,297
$ 2,354,228
$ 2,347,698

Other Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, GAAP requires that, under certain circumstances, we also record assets and liabilities at fair value on a nonrecurring basis. ~~Generally, assets are~~

2020 Activity

During 2020, we recorded atthe following impairment charges, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value ~~on a nonrecurring basis as a result~~hierarchy:



	2020
Adjustment to disposal group (1)	$	4,600
Other asset write-down (2)	2,943
Long-lived asset impairment charges	$	7,543


(1)	In connection with our disposal group classified as held for sale, as discussed in Note 8, during 2020, we recorded impairment charges to adjust long-lived asset values. The fair value of the disposal group was supported by potential sales prices with third-party buyers. We expect the sale of the disposal group to be completed during 2020.


(2)	In connection with a previous sale, the Company wrote-down certain receivables deemed uncollectible.

2019 Activity

In connection with the acquisition of ~~impairment charges. During~~ONE Brands in the ~~first~~third quarter of ~~2017,~~2019, as discussed in Note 7,2, we ~~recorded impairment charges totaling $105,992~~used various valuation techniques to ~~write-down distributor relationship and trademark intangible assets that had been recognized in connection~~determine fair value, with the ~~2014 SGM acquisition~~primary techniques being discounted cash flow analysis, relief-from-royalty, a form of the multi-period excess earnings and ~~wrote-down property, plant and equipment~~the with-and-without valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by ~~$102,720. These charges were determined by comparing~~ the fair value of the assets to their carrying value. The fair value of the assets were derived using a combination of an estimated market liquidation approach and discounted cash flow analyses based on Level 3 inputs.hierarchy.

7. LEASES

We lease office and retail space, warehouse and distribution facilities, land, vehicles, and equipment. We determine if an agreement is or contains a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

Right-of-use ("ROU") assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are based on the estimated present value of lease payments over the lease term and are recognized at the lease commencement date.

As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate in determining the present value of lease payments. The estimated incremental borrowing rate is derived from information available at the lease commencement date.

Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. A limited number of our lease agreements include rental payments adjusted periodically for inflation. Our lease agreements generally do not contain residual value guarantees or material restrictive covenants.

The Hershey Company | Q1 2020 Form 10-Q | Page 17

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

For real estate, equipment and vehicles that support selling, marketing and general administrative activities the Company accounts for the lease and non-lease components as a single lease component. These asset categories comprise the majority of our leases. The lease and non-lease components of real estate and equipment leases supporting production activities are not accounted for as a single lease component. Consideration for such contracts are allocated to the lease component and non-lease components based upon relative standalone prices either observable or estimated if observable prices are not readily available.

The components of lease expense were as follows:



		Three Months Ended
Lease expense	Classification	March 29, 2020		March 31, 2019
Operating lease cost	Cost of sales or SM&A (1)	$	10,544	$	10,214
Finance lease cost:
Amortization of ROU assets	Depreciation and amortization (1)	2,030		1,934
Interest on lease liabilities	Interest expense, net	1,122		1,101
Net lease cost (2)		$	13,696	$	13,249


(1)	Supply chain-related amounts were included in cost of sales.


(2)	Net lease cost does not include short-term leases, variable lease costs or sublease income, all of which are immaterial.

Information regarding our lease terms and discount rates were as follows:



	March 29, 2020		December 31, 2019
Weighted-average remaining lease term (years)
Operating leases	13.6		14.3
Finance leases	30.2		31.4

Weighted-average discount rate
Operating leases	3.8	%	3.8	%
Finance leases	5.9	%	6.0	%

The Hershey Company | Q1 2020 Form 10-Q | Page 18

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Supplemental balance sheet information related to leases were as follows:



Leases	Classification	March 29, 2020		December 31, 2019
Assets
Operating lease ROU assets	Other assets (non-current)	219,286		220,678

Finance lease ROU assets, at cost	Property, plant and equipment, gross	101,697		101,142
Accumulated amortization	Accumulated depreciation	(4,914	)	(7,225	)
Finance lease ROU assets, net	Property, plant and equipment, net	96,783		93,917

Total leased assets		316,069		314,595

Liabilities
Current
Operating	Accrued liabilities	27,810		29,209
Finance	Current portion of long-term debt	4,634		4,079
Non-current
Operating	Other long-term liabilities	183,335		184,163
Finance	Long-term debt	76,460		75,564
Total lease liabilities		292,239		293,015

The maturity of our lease liabilities as of March 29, 2020 were as follows:



	Operating leases	Finance leases	Total
2020 (rest of year)	26,486	6,332	32,818
2021	32,970	7,834	40,804
2022	19,246	6,253	25,499
2023	14,155	4,603	18,758
2024	13,457	4,564	18,021
Thereafter	172,705	164,885	337,590
Total lease payments	279,019	194,471	473,490
Less: Imputed interest	67,874	113,377	181,251
Total lease liabilities	211,145	81,094	292,239

Supplemental cash flow and other information related to leases were as follows:



	Three Months Ended
	March 29, 2020	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	11,356	9,524
Operating cash flows from finance leases	1,123	1,101
Financing cash flows from finance leases	1,086	994

ROU assets obtained in exchange for lease liabilities:
Operating leases	8,733	717
Finance leases	1,914	3,172

The Hershey Company | Q1 2020 Form 10-Q | Page 19

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

8. ASSETS AND LIABILITIES HELD FOR SALE

As of March 29, 2020, the following disposal group has been classified as held for sale and stated at the lower of net book value or estimated sales value less costs to sell:

The Lotte Shanghai Foods Co., Ltd. ("LSFC") joint venture and other select assets, which were taken out of operation and classified as held for sale during the second quarter of 2018. We sold a portion of the joint venture's equipment in the third and fourth quarters of 2018, and expect the sale of the remaining business to be completed during 2020.

The amounts classified as assets and liabilities held for sale at March 29, 2020 are not significant.

9. BUSINESS REALIGNMENT ACTIVITIES

We ~~are currently pursuing several~~periodically undertake business realignment activities designed to increase our efficiency and focus our business ~~behind~~in support of our key growth strategies. Costs associated with business realignment activities are classified in our Consolidated Statements of Income as follows:



	Three Months Ended
	March 29, 2020		March 31, 2019
Selling, marketing and administrative expense	$	—	$	422
Business realignment costs	895		62
Costs associated with business realignment activities	$	895	$	484

Costs recorded by program during the three ~~and nine~~ months ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016~~March 31, 2019 related to these activities ~~are~~were as follows:



	Three Months Ended
	March 29, 2020		March 31, 2019
Margin for Growth Program:
Severance	$	757	$	—
Other program costs	138		484
Total	$	895	$	484

The following table presents the liability activity for costs qualifying as exit and disposal costs for the three months ended March 29, 2020:

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016
Margin for Growth Program:
Severance $ 2,876
$ —
$ 33,331
$ —
Accelerated depreciation —
—
6,873
—
Other program costs 5,013
—
16,216
—
Operational Optimization Program:
Accelerated depreciation and amortization —
24,470
—
57,948
Severance —
87
13,828
17,442
Other program costs 368
414
(549 ) 9,822
2015 Productivity Initiative:
Pension settlement charge —
—
—
13,669
Severance —
2,243
—
(543 )
Other program costs —
748
—
6,149
Total business realignment costs $ 8,257
$ 27,962
$ 69,699
$ 104,487



	Total
Liability balance at December 31, 2019	$	9,118
2020 business realignment charges (1)	895
Cash payments	(3,026		)
Liability balance at March 29, 2020 (reported within accrued liabilities)	$	6,987


(1)	The costs reflected in the liability roll-forward represent employee-related and certain third-party service provider charges.

The costs and related benefits ~~to be derived from~~of the Margin for Growth Program relate approximately ~~85%~~63% to the North America segment and ~~15%~~37% to the International and Other ~~segment for the three months ended October 1, 2017.~~

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

The costs and related benefits to be derived from the Margin for Growth Program relate approximately 45% to the North America segment and 55% to the International and Other segment for the nine months ended October 1, 2017. The costs and related benefits to be derived from the Operational Optimization Program primarily relate to the North America segment in 2017 and to the International and Other segment in 2016. The costs and related benefits to be derived from the 2015 Productivity Initiative relate primarily to the North American segment. However, segment operating results do not include these business realignment expenses because we evaluate segment performance excluding such costs.

The Hershey Company | Q1 2020 Form 10-Q | Page 20

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Margin for Growth Program

In ~~February~~the first quarter 2017, the Company's Board of Directors ("Board") unanimously approved several initiatives under a single program designed to drive continued net sales, operating income and earnings per-share diluted growth over the next several years. This program ~~will focus~~is focused on improving global efficiency and effectiveness, optimizing the Company’s supply chain, streamlining the Company’s operating model and reducing administrative expenses to generate long-term savings.

~~The Company estimates~~We originally estimated that the ~~“Margin~~Margin for ~~Growth” program will~~Growth Program would result in total pre-tax charges of $375,000 to $425,000, to be incurred from 2017 to 2019. The majority of the initiatives relating to the program have been executed, with the final initiatives to be completed over the next ~~three years.~~several months. To date, we have incurred pre-tax charges to execute the program totaling $346,429. This ~~estimate~~ includes ~~plant and office closure expenses of $100,000 to $115,000, net intangible~~long-lived asset impairment charges of ~~$100,000~~$208,712 related to ~~$110,000,~~the operations supporting our China business in 2017, as well as the $16,300 incremental impairment charge resulting from the sale of Shanghai Golden Monkey. In addition to the impairment charges, we have incurred employee separation costs of ~~$80,000 to $100,000, contract termination costs of approximately $25,000,~~$53,867 and other business realignment costs of ~~$70,000~~$67,550. We expect the remaining spending on this program to ~~$75,000.~~be minimal and completed in the first half of 2020. The cash portion of the total ~~charge~~program charges is estimated to be ~~$175,000 to $200,000. At the conclusion of the program in 2019, ongoing annual savings are expected to be approximately $150,000 to $175,000.~~$106,000. The Company ~~expects that implementation of the program will reduce~~reduced its global workforce by approximately 15%, as a result of this program, with a majority of the reductions coming from hourly headcount positions outside of the United States.

~~The program includes an initiative to optimize~~For the manufacturing operations supporting our China business. We deemed this to be a triggering event requiring us to test our China long-lived asset group for impairment by first determining whether the carrying value of the asset group was recovered by our current estimates of future cash flowsthree months ended March 29, 2020 and March 31, 2019, we recognized total costs associated with the ~~asset group. Because this assessment indicated that the carrying value was not recoverable, we calculated an impairment loss as the excess~~Margin for Growth Program of the asset group's carrying value over its fair value. The resulting impairment loss was allocated to the asset group's long-lived assets. Therefore, as a result of this testing, during the first quarter of 2017, we recorded impairment charges totaling $208,712, with $105,992 representing the portion of the impairment loss that was allocated to the distributor relationship$895 and trademark intangible assets that had been recognized in connection with the 2014 SGM acquisition and $102,720 representing the portion of the impairment loss that was allocated to property, plant and equipment. These impairment charges are recorded in the long-lived asset impairment charges caption within the Consolidated Statements of Operations.

~~During the three and nine months ended October 1, 2017, we recognized estimated employee severance totaling $2,876 and $33,331,~~$484, respectively. These charges ~~relate~~include employee severance, largely relating to ~~our initiative~~initiatives to improve the cost structure of our ~~China business, as well as our initiative to further streamline our~~ corporate operating ~~model. We also recognized non-cash, asset-related incremental depreciation expense totaling $6,873 for the nine months ended October 1, 2017~~model as part of optimizing the ~~North America~~global supply chain. ~~During the three and nine months ended October 1, 2017,~~In addition, we ~~also recognized~~incurred other program costs, ~~totaling $5,013 and $16,216, respectively. These charges~~which relate primarily to third-party charges ~~for~~in support of our initiative ~~of improving~~to improve global efficiency and effectiveness.

~~2016 Operational Optimization Program~~

In the second quarter of 2016, we commenced a program (the “Operational Optimization Program”) to optimize our production and supply chain network, which includes select facility consolidations. The program encompasses the continued transition of our China chocolate and SGM operations into a united ~~Golden Hershey~~ ~~platform, including the integration of the China sales force, as well as workforce planning efforts and the consolidation of production within certain facilities in China and North America.~~

During the three months ended October 1, 2017, we recognized costs of $368. During the nine months ended October 1, 2017, we recognized costs of $13,279 primarily related to employee severance associated with the workforce planning efforts within North America. We currently expect to incur additional cash costs of approximately $9,000 over the next 18 months to complete this program.

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

During the first quarter of 2017, we reclassified property, plant and equipment and land use rights with a total book value of $20,303 to prepaid and other current assets within the Consolidated Balance Sheets. These represent select China facilities that were taken out of operation in connection with this program and are currently being marketed for sale.

~~2015 Productivity Initiative~~

In mid-2015, we initiated a productivity initiative (the “2015 Productivity Initiative”) intended to move decision making closer to the customer and the consumer, to enable a more enterprise-wide approach to innovation, to more swiftly advance our knowledge agenda, and to provide for a more efficient cost structure, while ensuring that we effectively allocate resources to future growth areas. Overall, the 2015 Productivity Initiative was undertaken to simplify the organizational structure to enhance the Company's ability to rapidly anticipate and respond to the changing demands of the global consumer.

The 2015 Productivity Initiative was executed throughout the third and fourth quarters of 2015, resulting in a net reduction of approximately 300 positions, with the majority of the departures taking place by the end of 2015. The 2015 Productivity Initiative was completed during the third quarter 2016. We incurred total costs of $125,031 relating to this program, including pension settlement charges of $13,669 recorded through the nine months ended October 2, 2016 relating to lump sum withdrawals by employees retiring or leaving the Company as a result of this program.

~~Costs associated with business realignment activities are classified in our Consolidated Statements of Income for the three and nine months ended October 1, 2017 and October 2, 2016 as follows:~~

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016
Cost of sales $ 213
$ 24,470
$ 6,475
$ 57,948
Selling, marketing and administrative expense 4,024
1,162
13,206
15,971
Business realignment costs 4,020
2,330
50,018
30,568
Costs associated with business realignment activities $ 8,257
$ 27,962
$ 69,699
$ 104,487

~~The following table presents the liability activity for costs qualifying as exit and disposal costs:~~

Total
Liability balance at December 31, 2016 $ 3,725
2017 business realignment charges (1) 61,253
Cash payments (23,742 )
Other, net (69 )
Liability balance at October 1, 2017 (reported within accrued and other long-term liabilities) $ 41,167

~~(1)~~

The costs reflected in the liability roll-forward represents employee-related and third-party service provider charges. These costs do not include items charged directly to expense, such as accelerated depreciation and amortization and certain of the third-party charges associated with various programs, as those items are not reflected in the business realignment liability in our Consolidated Balance Sheets.

8.10. INCOME TAXES

The majority of our taxable income is generated in the U.S. and taxed at the U.S. statutory rate of ~~35%~~21%. The effective tax rates for the ~~nine~~three months ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016~~March 31, 2019 were ~~32.4%~~19.8% and ~~33.0%~~23.2%, respectively. Relative to the statutory rate, the ~~2017~~2020 effective tax rate was impacted by ~~a favorable foreign rate differential relating to foreign operations and cocoa procurement,~~ investment tax credits and the benefit of ASU 2016-09 ~~which were~~for accounting of employee share-based payment, partially offset by non-benefited costs resulting from the Margin for Growth Program. The 2016 effective rate benefited from the impact of non-taxable income related to the settlement of the SGM liability and investment tax credits.

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

state taxes.

Hershey and its subsidiaries file tax returns in the U.S., including various state and local returns, and in other foreign jurisdictions. ~~We believe adequate provision has been made for all income tax uncertainties.~~ We are routinely audited by taxing authorities in our filing jurisdictions, and a number of these audits are currently ~~underway.~~underway, including multi-year audits at various stages of review in Malaysia, Mexico and the United States. The outcome of tax audits cannot be predicted with certainty, including the timing of resolution or potential settlements. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs. Based on our current assessments, we believe adequate provision has been made for all income tax uncertainties. We reasonably expect reductions in the liability for unrecognized tax benefits of approximately ~~$7,191~~$7,447 within the next 12 months because of the expiration of statutes of limitations and settlements of tax audits.

The Hershey Company | Q1 2020 Form 10-Q | Page 21

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

11. PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

Net Periodic Benefit Cost

The components of net periodic benefit cost for the ~~third quarter~~three months ended March 29, 2020 and March 31, 2019 were as follows:



	Pension Benefits						Other Benefits
	Three Months Ended						Three Months Ended
	March 29, 2020			March 31, 2019			March 29, 2020			March 31, 2019
Service cost	$	5,432		$	5,207		$	39		$	38
Interest cost	6,990			9,156			1,507			1,959
Expected return on plan assets	(13,168		)	(13,496		)	—			—
Amortization of prior service (credit) cost	(1,827		)	(1,809		)	75			203
Amortization of net loss (gain)	6,582			8,420			(10		)	(96		)
Total net periodic benefit cost	$	4,009		$	7,478		$	1,611		$	2,104

Pension Benefits Other Benefits
Three Months Ended Three Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016
Service cost $ 5,262
$ 5,794
$ 66
$ 75
Interest cost 10,320
10,130
2,214
2,435
Expected return on plan assets (14,390 ) (14,700 ) —
—
Amortization of prior service (credit) cost (1,455 ) (262 ) 187
144
Amortization of net loss 8,526
8,803
(1 ) (4 )
Settlement loss 17,043
3,147
—
—
Total net periodic benefit cost $ 25,306
$ 12,912
$ 2,466
$ 2,650

The non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans is reflected within other (income) expense, net in the Consolidated Statements of Income (see Note 18).

We made contributions of ~~$31,512~~$757 and ~~$6,922~~$3,352 to the pension plans and other benefits plans, respectively, during the ~~third~~first quarter of ~~2017.~~2020. In the ~~third~~first quarter of ~~2016,~~2019, we made contributions of ~~$18,549~~$898 and ~~$7,473~~$3,763 to our pension plans and other ~~benefits~~benefit plans, respectively. The contributions in ~~2017~~2020 and ~~2016~~2019 also included benefit payments from our non-qualified pension plans and post-retirement benefit plans.

~~The components of net periodic benefit cost for the year-to-date periods were as follows:~~

Pension Benefits Other Benefits
Nine Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016
Service cost $ 15,487
$ 17,377
$ 197
$ 224
Interest cost 30,819
31,914
6,626
7,300
Expected return on plan assets (43,088 ) (44,073 ) —
—
Amortization of prior service (credit) cost (4,366 ) (785 ) 560
432
Amortization of net loss (gain) 25,308
26,411
(1 ) (10 )
Settlement loss 17,043
20,085
—
—
Total net periodic benefit cost $ 41,203
$ 50,929
$ 7,382
$ 7,946

We made contributions of $36,497 and $21,386 to the pension plans and other benefits plans, respectively, during the first nine months of 2017. In the first nine months of 2016, we made contributions of $20,385 and $22,181 to our pension plans and other benefits plans, respectively. The contributions in 2017 and 2016 also included benefit payments from our non-qualified pension plans and post-retirement benefit plans.

~~For 2017, there are no significant minimum funding requirements for our domestic pension plans and planned voluntary funding of our non-domestic pension plans in 2017 is not material.~~

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

During the third quarter of 2017, cumulative lump sum distributions from our supplemental executive retirement plan exceeded the plan’s anticipated annual service and interest costs, triggering the recognition of non-cash pension settlement charges due to the acceleration of a portion of the accumulated unrecognized actuarial loss. In addition, settlement charges were also triggered in the pension plan benefiting our employees in Puerto Rico as a result of lump sum distributions and the purchase of annuity contracts relating to the termination of this plan. In connection with these settlements, the related plan assets and liabilities were remeasured at September 1, 2017 using a discount rate of 3.44%, compared to 3.81% as of December 31, 2016 and an expected rate of return on plan assets of 5.8%.

During the three and nine months ended October 2, 2016, settlement charges in our salaried defined benefit pension plan were triggered by lump sum withdrawals by employees retiring or leaving the Company as a result of the 2015 Productivity Initiative.

~~10.~~12. STOCK COMPENSATION PLANS

We have various stock-based compensation programs under which awards, including stock options, performance stock units (“PSUs”) and performance stock, stock appreciation rights, restricted stock units (“RSUs”) and restricted stock may be granted to employees, non-employee directors and certain service providers upon whom the successful conduct of our business is dependent. These programs and the accounting treatment related thereto are described in Note 10 to the Consolidated Financial Statements included in our ~~2016~~2019 Annual Report on Form 10-K.

For the periods presented, compensation expense for all types of stock-based compensation programs and the related income tax benefit recognized were as follows:



	Three Months Ended
	March 29, 2020		March 31, 2019
Pre-tax compensation expense	$	12,575	$	10,556
Related income tax benefit	2,402		2,322

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016
Pre-tax compensation expense $ 13,409
$ 14,491
$ 37,966
$ 40,699
Related income tax benefit 4,076
4,406
11,124
13,186

Compensation costs for ~~stock-based~~stock compensation plans are primarily included in selling, marketing and administrative expense. As of ~~October 1, 2017,~~March 29, 2020, total stock-based compensation cost related to non-vested awards not yet recognized was ~~$71,908~~$84,908 and the weighted-average period over which this amount is expected to be recognized was approximately ~~2.2~~2.3 years.

The Hershey Company | Q1 2020 Form 10-Q | Page 22

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Stock Options

A summary of activity relating to grants of stock options for the ~~period~~year ended ~~October 1, 2017~~March 29, 2020 is as follows:



Stock Options	Shares		Weighted-Average Exercise Price (per share)	Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at beginning of the period	2,420,461		$97.80	5.7 years
Granted	15,260		$157.32
Exercised	(312,392	)	$90.93
Forfeited	(35,127	)	$102.40
Outstanding as of March 29, 2020	2,088,202		$99.18	5.3 years	$	66,511
Options exercisable as of March 29, 2020	1,608,905		$97.68	4.6 years	$	53,349

Stock Options Shares Weighted-Average
Exercise Price (per share) Weighted-Average Remaining
Contractual Term Aggregate Intrinsic Value
Outstanding as of December 31, 2016 6,192,008
$ 82.67
6.2 years
Granted 1,086,175
$ 108.05

Exercised (966,532 ) $ 69.95

Forfeited (219,456 ) $ 103.08

Outstanding as of October 1, 2017 6,092,195
$ 88.47
6.0 years $ 115,872
Options exercisable as of October 1, 2017 3,848,894
$ 80.96
4.5 years $ 101,692

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

The weighted-average fair value of options granted was ~~$15.77~~$21.31 and ~~$11.46~~$15.25 per share for the periods ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016,~~March 31, 2019, respectively. The fair value was estimated on the date of grant using a Black-Scholes option-pricing model and the following weighted-average assumptions:



	Three Months Ended
	March 29, 2020		March 31, 2019
Dividend yields	2.1	%	2.7	%
Expected volatility	17.5	%	17.0	%
Risk-free interest rates	1.3	%	2.5	%
Expected term in years	6.7		6.5

Nine Months Ended
October 1, 2017 October 2, 2016
Dividend yields 2.4 % 2.4 %
Expected volatility 17.2 % 16.8 %
Risk-free interest rates 2.2 % 1.5 %
Expected term in years 6.8
6.8

The total intrinsic value of options exercised was ~~$38,845~~$20,740 and ~~$70,009~~$17,598 for the periods ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016,~~March 31, 2019, respectively.

Performance Stock Units and Restricted Stock Units

A summary of activity relating to grants of PSUs and RSUs for the period ended ~~October 1, 2017~~March 29, 2020 is as follows:



Performance Stock Units and Restricted Stock Units	Number of units		Weighted-average grant date fair value for equity awards (per unit)
Outstanding at beginning of year	1,089,916		$112.52
Granted	307,193		$168.99
Performance assumption change (1)	(13,849	)	$111.78
Vested	(258,859	)	$109.40
Forfeited	(80,121	)	$111.17
Outstanding as of March 29, 2020	1,044,280		$131.49

Performance Stock Units and Restricted Stock Units Number of units
Weighted-average grant date fair value
for equity awards (per unit)
Outstanding as of December 31, 2016 828,228
$102.66
Granted 441,634
$111.00
Performance assumption change 23,780
$101.40
Vested (242,011 ) $111.19
Forfeited (125,782 ) $107.73
Outstanding as of October 1, 2017 925,849
$102.36

~~The table above includes 6,410 units of PSUs awarded to participants in a prior period for which the measurement (grant) date occurred for accounting purposes in 2017.~~


(1)	Reflects the net number of PSUs above and below target levels based on the performance metrics.

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

The Hershey Company | Q1 2020 Form 10-Q | Page 23

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Nine Months Ended
October 1, 2017 October 2, 2016
Units granted 441,634
531,019
Weighted-average fair value at date of grant $ 111.00
$ 93.47
Monte Carlo simulation assumptions:
Estimated values $ 46.85
$ 38.02
Dividend yields 2.3 % 2.5 %
Expected volatility 20.4 % 17.0 %



	Three Months Ended
	March 29, 2020			March 31, 2019
Units granted	307,193			433,109
Weighted-average fair value at date of grant	$	168.99		$	113.65
Monte Carlo simulation assumptions:
Estimated values	$	80.08		$	48.40
Dividend yields	2.0		%	2.6		%
Expected volatility	17.3		%	20.3		%

The fair value of shares vested totaled ~~$26,097~~$39,405 and ~~$19,673~~$36,003 for the periods ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016,~~March 31, 2019, respectively.

Deferred PSUs, deferred RSUs and deferred stock units representing directors’ fees totaled ~~369,037~~298,899 units as of ~~October 1, 2017.~~March 29, 2020. Each unit is equivalent to ~~one~~1 share of the Company’s Common Stock.

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

~~11.~~13. SEGMENT INFORMATION

Our organizational structure is designed to ensure continued focus on North America, coupled with an emphasis on profitable growth in our focus international markets. Our business is primarily organized around geographic regions, which enables us to build processes for repeatable success in our global markets. As a result, we have defined our operating segments on a geographic basis, as this aligns with how our Chief Operating Decision Maker (“CODM”) manages our business, including resource allocation and performance assessment. Our North America business, which generates approximately ~~89%~~91% of our consolidated revenue, is our only reportable segment. None of our other operating segments meet the quantitative thresholds to qualify as reportable segments; therefore, these operating segments are combined and disclosed below as International and Other.

~~North America~~ - This segment is responsible for our traditional chocolate and non-chocolate confectionery market position, as well as our grocery and growing snacks market positions, in the United States and Canada. This includes developing and growing our business in chocolate and non-chocolate confectionery, pantry, food service and other snacking product lines.

~~International and Other~~ - International and Other is a combination of all other operating segments that are not individually material, including those geographic regions where we operate outside of North America. We currently have operations and manufacture product in China, Mexico, Brazil, India and Malaysia, primarily for consumers in these regions, and also distribute and sell confectionery products in export markets of Asia, Latin America, Middle East, Europe, Africa and other regions. This segment also includes our global retail operations, including Hershey's Chocolate World stores in Hershey, Pennsylvania, New York City, Las Vegas, Shanghai, Niagara Falls (Ontario), Dubai, and Singapore, as well as operations associated with licensing the use of certain of the Company's trademarks and products to third parties around the world.


•	North America - This segment is responsible for our traditional chocolate and non-chocolate confectionery market position, as well as our grocery and growing snacks market positions, in the United States and Canada. This includes developing and growing our business in chocolate and non-chocolate confectionery, pantry, food service and other snacking product lines.

•

International and Other - International and Other is a combination of all other operating segments that are not individually material, including those geographic regions where we operate outside of North America. We currently have operations and manufacture product in China, Mexico, Brazil, India and Malaysia, primarily for consumers in these regions, and also distribute and sell confectionery products in export markets of Asia, Latin America, Middle East, Europe, Africa and other regions. This segment also includes our global retail operations, including Hershey's Chocolate World stores in Hershey, Pennsylvania, New York City, Las Vegas, Niagara Falls (Ontario) and Singapore, as well as operations associated with licensing the use of certain of the Company's trademarks and products to third parties around the world.

For segment reporting purposes, we use “segment income” to evaluate segment performance and allocate resources. Segment income excludes unallocated general corporate administrative expenses, unallocated mark-to-market gains and losses on commodity derivatives, business realignment and impairment charges, ~~acquisition integration~~acquisition-related costs ~~the non-service related portion of pension expense~~ and other unusual gains or losses that are not part of our measurement of segment performance. These ~~components~~items of our operating income are managed centrally at the corporate level and are excluded from the measure of segment income reviewed by the CODM as well the measure of segment performance used for incentive compensation purposes.

~~Accounting policies associated with our operating segments are generally the same as those described in Note 1 to the Consolidated Financial Statements included in our 2016 Annual Report on Form 10-K.~~

As discussed in Note 5, derivatives used to manage commodity price risk are not designated for hedge accounting treatment. These derivatives are recognized at fair market value with the resulting realized and unrealized (gains) losses recognized in unallocated derivative (gains) losses outside of the reporting segment results until the related inventory is sold, at which time the related gains and losses are reallocated to segment income. This enables us to align the derivative gains and losses with the underlying economic exposure being hedged and thereby eliminate the mark-to-market volatility within our reported segment income.

The Hershey Company | Q1 2020 Form 10-Q | Page 24

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Certain manufacturing, warehousing, distribution and other activities supporting our global operations are integrated to maximize efficiency and productivity. As a result, assets and capital expenditures are not managed on a segment basis and are not included in the information reported to the CODM for the purpose of evaluating performance or allocating resources. We disclose depreciation and amortization that is generated by segment-specific assets, since these amounts are included within the measure of segment income reported to the CODM.

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

Our segment net sales and earnings were as follows:


		Three Months Ended					Nine Months Ended						Three Months Ended
		October 1, 2017			October 2, 2016		October 1, 2017			October 2, 2016			March 29, 2020		March 31, 2019
Net sales:	Net sales:
North America	North America	$	1,792,377		$	1,764,528	$	4,946,537		$	4,842,840		$	1,844,821	$	1,806,958
International and Other	International and Other	240,744			238,926		629,253			627,097			192,496		209,530
Total	Total	$	2,033,121		$	2,003,454	$	5,575,790		$	5,469,937		$	2,037,317	$	2,016,488

Segment income (loss):
Segment income:
North America	North America	$	554,578		$	563,946	$	1,568,098		$	1,519,059		$	581,555	$	564,761
International and Other	International and Other	16,400			4,284		26,491			(12,411		)	16,004		20,243
Total segment income	Total segment income	570,978			568,230		1,594,589			1,506,648			597,559		585,004
Unallocated corporate expense (1)	Unallocated corporate expense (1)	124,115			121,828		366,938			370,622			124,567		117,684
Unallocated mark-to-market (gains) losses on commodity derivatives		(21,954		)	35,791		(27,486		)	30,851
Long-lived asset impairment charges		—			—		208,712			—
Costs associated with business realignment activities		8,257			27,962		69,699			104,487
Non-service related pension expense		21,540			6,360		30,123			20,666
Acquisition and integration costs		—			2,265		311			3,727
Unallocated mark-to-market losses on commodity derivatives													81,754		27,967
Long-lived asset impairment charges (see Note 6)													7,543		—
Costs associated with business realignment activities (see Note 9)													895		484
Operating profit	Operating profit	439,020			374,024		946,292			976,295			382,800		438,869
Interest expense, net		24,589			24,387		72,456			66,730
Other (income) expense, net		13,630			21,800		23,557			8,703
Interest expense, net (see Note 4)													36,255		37,458
Other (income) expense, net (see Note 18)													11,533		5,477
Income before income taxes	Income before income taxes	$	400,801		$	327,837	$	850,279		$	900,862		$	335,012	$	395,934

(1)

Includes centrally-managed (a) corporate functional costs relating to legal, treasury, finance, and human resources, (b) expenses associated with the oversight and administration of our global operations, including warehousing, distribution and manufacturing, information systems and global shared services, (c) non-cash stock-based compensation expense, (d) acquisition-related costs, and ~~(d)~~(e) other gains or losses that are not integral to segment performance.

Activity within the unallocated mark-to-market ~~(gains) losses on~~adjustment for commodity derivatives is as follows:



	Three Months Ended
	March 29, 2020		March 31, 2019
Net losses on mark-to-market valuation of commodity derivative positions recognized in income	$	77,092	$	26,641
Net gains on commodity derivative positions reclassified from unallocated to segment income	4,662		1,326
Net losses on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative (gains) losses	$	81,754	$	27,967

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016
Net losses on mark-to-market valuation of commodity derivative positions recognized in income $ 2,445
$ 37,246
$ 40,500
$ 37,176
Net losses on commodity derivative positions reclassified from unallocated to segment income (24,399 ) (1,455 ) (67,986 ) (6,325 )
Net (gains) losses on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative (gains) losses $ (21,954 ) $ 35,791
$ (27,486 ) $ 30,851

As of ~~October 1, 2017,~~March 29, 2020, the cumulative amount of mark-to-market losses on commodity derivatives that have been recognized in our consolidated cost of sales and not yet allocated to reportable segments was ~~$135,538.~~$12,788. Based on our forecasts of the timing of the recognition of the underlying hedged items, we expect to reclassify net ~~pre-tax losses~~pretax gains on commodity derivatives of ~~$93,814~~$1,644 to segment operating results in the next twelve months.

The Hershey Company | Q1 2020 Form 10-Q | Page 25

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL ~~STATEMENTS~~STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Depreciation and amortization expense included within segment income presented above is as follows:



	Three Months Ended
	March 29, 2020		March 31, 2019
North America	$	53,702	$	53,945
International and Other	7,209		7,350
Corporate	9,713		11,034
Total	$	70,624	$	72,329

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016
North America $ 42,544
$ 41,592
$ 125,532
$ 120,378
International and Other 9,397
13,515
32,110
37,523
Corporate (1) 10,293
30,015
36,671
84,000
Total $ 62,234
$ 85,122
$ 194,313
$ 241,901


~~(1)~~	Corporate includes non-cash asset-related accelerated depreciation and amortization related to business realignment activities, as discussed in Note 7. Such amounts are not included within our measure of segment income.

~~12.~~14. TREASURY STOCK ACTIVITY

A summary of our treasury stock activity is as follows:



	Three Months Ended March 29, 2020
	Shares		Dollars
			In thousands
Shares repurchased in the open market under pre-approved share repurchase programs	951,138		$	150,000
Shares repurchased to replace Treasury Stock issued for stock options and incentive compensation	150,000		19,176
Total share repurchases	1,101,138		169,176
Shares issued for stock options and incentive compensation	(433,735	)	(18,048		)
Net change	667,403		$	151,128

Nine Months Ended October 1, 2017
Shares Dollars
In thousands
Shares repurchased in the open market under pre-approved share repurchase programs —
$ —
Milton Hershey School Trust repurchase 1,500,000
159,015
Shares repurchased to replace Treasury Stock issued for stock options and incentive compensation 1,278,675
141,297
Total share repurchases 2,778,675
300,312
Shares issued for stock options and incentive compensation (1,187,883 ) $ (49,426 )
Net change 1,590,792
$ 250,886

In August 2017, the Company entered into a Stock Purchase Agreement with Hershey Trust Company, as trustee for the Milton Hershey School Trust (the “Trust”), pursuant to which the Company agreed to purchase 1,500,000 shares of the Company’s common stock from the Trust at a price equal to $106.01 per share, for a total purchase price of $159,015.

~~In January 2016,~~July 2018, our Board of Directors approved a $500,000 share repurchase authorization to repurchase shares of our Common Stock. As of ~~October 1, 2017, $100,000~~March 29, 2020, $260,000 remained available for repurchases of our Common Stock under this program. ~~In October 2017, our Board of Directors approved an additional $100,000 share repurchase authorization, to commence after the existing 2016 authorization is completed.~~ We are authorized to purchase our outstanding shares in open market and privately negotiated transactions. The ~~programs have~~program has no expiration date and acquired shares of Common Stock will be held as treasury shares. Purchases under approved share repurchase authorizations are in addition to our practice of buying back shares sufficient to offset those issued under incentive compensation plans.

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

~~13.~~15. NONCONTROLLING INTEREST

Noncontrolling Interest in Subsidiary

We currently own a 50% controlling interest in ~~Lotte Shanghai Foods Co., Ltd. (“LSFC”),~~LSFC, a joint venture established in 2007 in China for the purpose of manufacturing and selling product to the joint venture partners.

A roll-forward showing the ~~2017~~2020 activity relating to the noncontrolling interest follows:

Noncontrolling Interest
Balance, December 31, 2016 $ 41,831
Net loss attributable to noncontrolling interest (26,860 )
Other comprehensive income - foreign currency translation adjustments 735
Balance, October 1, 2017 $ 15,706



	Noncontrolling Interest
Balance, December 31, 2019	$	5,772
Net loss attributable to noncontrolling interest	(2,354		)
Other comprehensive loss - foreign currency translation adjustments	(108		)
Balance, March 29, 2020	$	3,310

The ~~2017~~2020 net loss attributable to the noncontrolling interest reflects the 50% allocation of LSFC-related business realignment and impairment costs (see Note 7)9). For the nine months ended October 2, 2016, the net loss attributable to noncontrolling interests totaled $798, which was presented within selling, marketing and administrative expense in the Consolidated Statements of Income since the amount was not considered significant.

The Hershey Company | Q1 2020 Form 10-Q | Page 26

~~14.~~

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

16. CONTINGENCIES

We are subject to various pending or threatened legal proceedings and claims that arise in the ordinary course of our business. While it is not feasible to predict or determine the outcome of such proceedings and claims with certainty, in our opinion these matters, both individually and in the aggregate, are not expected to have a material effect on our financial condition, results of operations or cash flows.

~~15.~~17. EARNINGS PER SHARE

We compute basic earnings per share for Common Stock and Class B common stock using the two-class method. The Class B common stock is convertible into Common Stock on a share-for-share basis at any time. ~~With respect to dividend rights, the Common Stock holders are entitled to cash dividends 10% higher than those declared and paid on the Class B common stock.~~ The computation of diluted earnings per share for Common Stock assumes the conversion of Class B common stock using the if-converted method, while the diluted earnings per share of Class B common stock does not assume the conversion of those shares.

~~THE HERSHEY COMPANY~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(amounts in thousands, except share data or if otherwise indicated)~~

We compute basic and diluted earnings per share based on the weighted-average number of shares of Common Stock and Class B common stock outstanding as follows:



	Three Months Ended
	March 29, 2020					March 31, 2019
	Common Stock		Class B Common Stock			Common Stock		Class B Common Stock
Basic earnings per share:
Numerator:
Allocation of distributed earnings (cash dividends paid)	$	115,252	$	42,551		$	106,700	$	39,763
Allocation of undistributed earnings	82,654		30,680			115,223		42,672
Total earnings—basic	$	197,906	$	73,231		$	221,923	$	82,435

Denominator (shares in thousands):
Total weighted-average shares—basic	148,298		60,614			148,709		60,614

Earnings Per Share—basic	$	1.33	$	1.21		$	1.49	$	1.36

Diluted earnings per share:
Numerator:
Allocation of total earnings used in basic computation	$	197,906	$	73,231		$	221,923	$	82,435
Reallocation of total earnings as a result of conversion of Class B common stock to Common stock	73,231		—			82,435		—
Reallocation of undistributed earnings	—		(185		)	—		(209		)
Total earnings—diluted	$	271,137	$	73,046		$	304,358	$	82,226

Denominator (shares in thousands):
Number of shares used in basic computation	148,298		60,614			148,709		60,614
Weighted-average effect of dilutive securities:
Conversion of Class B common stock to Common shares outstanding	60,614		—			60,614		—
Employee stock options	719		—			582		—
Performance and restricted stock units	516		—			422		—
Total weighted-average shares—diluted	210,147		60,614			210,327		60,614

Earnings Per Share—diluted	$	1.29	$	1.21		$	1.45	$	1.36

Three Months Ended
October 1, 2017 October 2, 2016
Common Stock Class B Common Stock Common Stock Class B Common Stock
Basic earnings per share:
Numerator:
Allocation of distributed earnings (cash dividends paid) $ 99,588
$ 36,129
$ 94,498
$ 34,068
Allocation of undistributed earnings 100,892
36,694
72,691
26,146
Total earnings—basic $ 200,480
$ 72,823
$ 167,189
$ 60,214

Denominator (shares in thousands):
Total weighted-average shares—basic 151,418
60,620
153,259
60,620

Earnings Per Share—basic $ 1.32
$ 1.20
$ 1.09
$ 0.99

Diluted earnings per share:
Numerator:
Allocation of total earnings used in basic computation $ 200,480
$ 72,823
$ 167,189
$ 60,214
Reallocation of total earnings as a result of conversion of Class B common stock to Common stock 72,823
—
60,214
—
Reallocation of undistributed earnings —
(239 ) —
(160 )
Total earnings—diluted $ 273,303
$ 72,584
$ 227,403
$ 60,054

Denominator (shares in thousands):
Number of shares used in basic computation 151,418
60,620
153,259
60,620
Weighted-average effect of dilutive securities:
Conversion of Class B common stock to Common shares outstanding 60,620
—
60,620
—
Employee stock options 1,002
—
1,062
—
Performance and restricted stock units 352
—
220
—
Total weighted-average shares—diluted 213,392
60,620
215,161
60,620

Earnings Per Share—diluted $ 1.28
$ 1.20
$ 1.06
$ 0.99

The earnings per share calculations for the three months ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016~~March 31, 2019 excluded ~~2,374~~15 and ~~2,921, respectively, of~~1,476 stock options (in thousands), respectively, that would have been antidilutive.

The Hershey Company | Q1 2020 Form 10-Q | Page 27

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL ~~STATEMENTS~~STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

Nine Months Ended
October 1, 2017 October 2, 2016
Common Stock Class B Common Stock Common Stock Class B Common Stock
Basic earnings per share:
Numerator:
Allocation of distributed earnings (cash dividends paid) $ 287,580
$ 104,265
$ 273,380
$ 98,326
Allocation of undistributed earnings 154,128
55,875
170,458
61,027
Total earnings—basic $ 441,708
$ 160,140
$ 443,838
$ 159,353

Denominator (shares in thousands):
Total weighted-average shares—basic 152,004
60,620
153,943
60,620

Earnings Per Share—basic $ 2.91
$ 2.64
$ 2.88
$ 2.63

Diluted earnings per share:
Numerator:
Allocation of total earnings used in basic computation $ 441,708
$ 160,140
$ 443,838
$ 159,353
Reallocation of total earnings as a result of conversion of Class B common stock to Common stock 160,140
—
159,353
—
Reallocation of undistributed earnings —
(401 ) —
(347 )
Total earnings—diluted $ 601,848
$ 159,739
$ 603,191
$ 159,006

Denominator (shares in thousands):
Number of shares used in basic computation 152,004
60,620
153,943
60,620
Weighted-average effect of dilutive securities:
Conversion of Class B common stock to Common shares outstanding 60,620
—
60,620
—
Employee stock options 1,165
—
1,013
—
Performance and restricted stock units 334
—
182
—
Total weighted-average shares—diluted 214,123
60,620
215,758
60,620

Earnings Per Share—diluted $ 2.81
$ 2.64
$ 2.80
$ 2.62

The earnings per share calculations for the nine months ended October 1, 2017 and October 2, 2016 excluded 2,374 and 3,680, respectively, of stock options (in thousands) that would have been antidilutive.

~~16.~~18. OTHER (INCOME) EXPENSE, NET

Other (income) expense, net reports certain gains and losses associated with activities not directly related to our core operations. A summary of the components of other (income) expense, net is as follows:



	Three Months Ended
	March 29, 2020		March 31, 2019
Write-down of equity investments in partnerships qualifying for tax credits (see Note 10)	$	11,103	$	1,152
Non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans (see Note 11)	149		4,337
Other (income) expense, net	281		(12		)
Total	$	11,533	$	5,477

The Hershey Company | Q1 2020 Form 10-Q | Page 28

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016
Write-down of equity investments in partnerships qualifying for tax credits $ 13,736
$ 20,801
$ 23,999
$ 35,862
Settlement of SGM liability (see Note 2) —
—
—
(26,650 )
Other (income) expense, net (106 ) 999
(442 ) (509 )
Total $ 13,630
$ 21,800
$ 23,557
$ 8,703

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL ~~STATEMENTS~~STATEMENTS—(Continued)

(amounts in thousands, except share data or if otherwise indicated)

~~17.~~19. SUPPLEMENTAL BALANCE SHEET INFORMATION

The components of certain Consolidated Balance Sheet accounts are as follows:



	March 29, 2020			December 31, 2019
Inventories:
Raw materials	$	324,674		$	271,125
Goods in process	117,818			98,842
Finished goods	564,906			614,698
Inventories at FIFO	1,007,398			984,665
Adjustment to LIFO	(175,205		)	(169,414		)
Total inventories	$	832,193		$	815,251

Prepaid expenses and other:
Prepaid expenses	$	48,725		$	84,058
Other current assets	173,400			156,022
Total prepaid expenses and other	$	222,125		$	240,080

Property, plant and equipment:
Land	$	106,329		$	105,627
Buildings	1,294,121			1,298,985
Machinery and equipment	3,134,201			3,120,003
Construction in progress	214,005			209,788
Property, plant and equipment, gross	4,748,656			4,734,403
Accumulated depreciation	(2,598,439		)	(2,581,264		)
Property, plant and equipment, net	$	2,150,217		$	2,153,139

Other assets:
Capitalized software, net	$	162,974		$	153,842
Operating lease ROU assets	219,286			220,678
Other non-current assets	141,653			137,480
Total other assets	$	523,913		$	512,000

Accrued liabilities:
Payroll, compensation and benefits	$	128,442		$	230,518
Advertising, promotion and product allowances	332,681			279,440
Operating lease liabilities	27,810			29,209
Other	184,352			163,205
Total accrued liabilities	$	673,285		$	702,372

Other long-term liabilities:
Post-retirement benefits liabilities	$	208,640		$	211,206
Pension benefits liabilities	56,517			58,773
Operating lease liabilities	183,335			184,163
Other	189,041			201,635
Total other long-term liabilities	$	637,533		$	655,777

Accumulated other comprehensive loss:
Foreign currency translation adjustments	$	(134,940	)	$	(83,704	)
Pension and post-retirement benefit plans, net of tax	(184,980		)	(189,187		)
Cash flow hedges, net of tax	(45,821		)	(51,075		)
Total accumulated other comprehensive loss	$	(365,741	)	$	(323,966	)

The Hershey Company | Q1 2020 Form 10-Q | Page 29

October 1, 2017 December 31, 2016
Inventories:
Raw materials $ 292,976
$ 315,239
Goods in process 102,292
88,490
Finished goods 724,754
528,587
Inventories at FIFO 1,120,022
932,316
Adjustment to LIFO (181,835 ) (186,638 )
Total inventories $ 938,187
$ 745,678

Property, plant and equipment:
Land $ 108,173
$ 103,865
Buildings 1,200,194
1,238,634
Machinery and equipment 2,910,916
3,001,552
Construction in progress 191,805
230,987
Property, plant and equipment, gross 4,411,088
4,575,038
Accumulated depreciation (2,360,964 ) (2,397,790 )
Property, plant and equipment, net $ 2,050,124
$ 2,177,248

Other assets:
Capitalized software, net $ 99,329
$ 95,301
Income tax receivable —
1,449
Other non-current assets 75,282
71,615
Total other assets $ 174,611
$ 168,365

Accrued liabilities:
Payroll, compensation and benefits $ 181,167
$ 240,080
Advertising and promotion 320,788
358,573
Other 171,480
152,333
Total accrued liabilities $ 673,435
$ 750,986

Other long-term liabilities:
Post-retirement benefits liabilities $ 213,986
$ 220,270
Pension benefits liabilities 67,681
65,687
Other 120,729
114,204
Total other long-term liabilities $ 402,396
$ 400,161

Accumulated other comprehensive loss:
Foreign currency translation adjustments $ (83,470 ) $ (110,613 )
Pension and post-retirement benefit plans, net of tax (197,095 ) (207,169 )
Cash flow hedges, net of tax (56,462 ) (58,106 )
Total accumulated other comprehensive loss $ (337,027 ) $ (375,888 )

~~Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~


Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis (“MD&A”) is intended to provide an understanding of Hershey's financial condition, results of operations and cash flows by focusing on changes in certain key measures from year to year. The MD&A should be read in conjunction with our Unaudited Consolidated Financial Statements and accompanying notes. This discussion contains a number of forward-looking statements, all of which are based on current expectations. Actual results may differ materially. Refer to the Safe Harbor Statement below as well as the Risk Factors and other information contained in our ~~2016~~2019 Annual Report on Form 10-K for information concerning the key risks to achieving future performance goals.

The MD&A is organized in the following sections:

~~Overview and Outlook~~

~~Non-GAAP Information~~

~~Consolidated Results of Operations~~

~~Segment Results~~

~~Liquidity and Capital Resources~~

The Overview and Outlook presented below is an executive-level summary highlighting the key trends and measures on which the Company’s management focuses in evaluating its financial condition and operating performance. Certain earnings and performance measures within the Overview and Outlook include financial information determined on a non-GAAP basis, which aligns with how management internally evaluates the Company's results of operations, determines incentive compensation, and assesses the impact of known trends and uncertainties on the business. A detailed reconciliation of the non-GAAP financial measures referenced herein to their nearest comparable GAAP financial measures follows this summary. For a detailed analysis of the Company's operations prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), referred to as "reported" herein, refer to the discussion and analysis in the Consolidated Results of Operations.

~~OVERVIEW AND OUTLOOK~~

Our third quarter 2017 net sales totaled $2,033.1 million, an increase of 1.5%, versus $2,003.5 million for the comparable period of 2016. Excluding a 0.4% impact from favorable foreign exchange rates, our net sales increased 1.1%. Net sales growth was driven by the North America segment, which benefited from core brand growth and innovation, including ~~Hershey's Cookie Layer Crunch, and the launch of~~ ~~Hershey's~~ ~~and~~ ~~Reese's~~ ~~Popped Snack Mix and Chocolate Dipped Pretzels.~~

Our reported gross margin was 46.2% in the third quarter of 2017, an increase of 370 basis points compared to the third quarter of 2016. Our non-GAAP gross margin decreased 30 basis points in the third quarter of 2017, with the benefits from supply chain productivity and cost savings initiatives, as well as lower input costs, being more than offset by higher freight rates and increased levels of manufacturing and distribution costs associated with an effort to maintain customer service targets at fast growing retail customers.

Our third quarter 2017 reported net income and earnings per share-diluted (EPS) totaled $273.3 million and $1.28, respectively, compared to the third quarter 2016 reported net income and EPS-diluted of $227.4 million and $1.06, respectively. From a non-GAAP perspective, third quarter 2017 adjusted net income was $283.6 million, an increase of 2.3% versus $277.3 million in 2016. Our adjusted EPS-diluted for the third quarter of 2017 was $1.33 compared to $1.29 for the same period of 2016, with this 3.1% increase attributable to the same factors driving the increase in non-GAAP net income.

Over the remainder of the year, our outlook remains unchanged and we are focused on executing the priorities we outlined earlier this year. Our seasonal business and programs are on track and the upcoming launch of ~~Hershey's Gold, a caramelized creme with peanuts and pretzels, should enable us to deliver on our objectives.~~

We currently estimate that full-year 2017 net sales growth will be approximately 1.25%. The impact of foreign currency exchange rates is expected to be minimal versus a prior estimate of 0.25% unfavorable impact. We currently expect full-year 2017 reported EPS-diluted to be in the $3.54 to $3.68 range. From a non-GAAP perspective, we

expect 2017 adjusted EPS-diluted to be towards the high end of our outlook of $4.72 to $4.81, an increase of 7% to 9%, primarily due to strong productivity and cost savings initiatives, as well as a lower effective tax rate. The reduction in our full-year 2017 effective tax rate is primarily driven by a favorable foreign rate differential and benefit from tax credits, as well as the adoption of ASU 2016-09 for the accounting of employee share-based payments. A reconciliation of reported to adjusted projections for 2017 are reflected in the non-GAAP reconciliations that follow.

~~NON-GAAP INFORMATION~~

The comparability of certain of our financial measures is impacted by unallocated mark-to-market (gains) losses on commodity derivatives, costs associated with business realignment activities, costs relating to the integration of acquisitions, non-service related components of our pension expense ("NSRPE"), impairment of long-lived assets, and settlement of the SGM liability in conjunction with the purchase of the remaining 20% of the outstanding shares of SGM.

To provide additional information to investors to facilitate the comparison of past and present performance, we use non-GAAP financial measures within MD&A that exclude the financial impact of these activities. These non-GAAP financial measures are used internally by management in evaluating results of operations and determining incentive compensation, and in assessing the impact of known trends and uncertainties on our business, but they are not intended to replace the presentation of financial results in accordance with GAAP. A reconciliation of the non-GAAP financial measures referenced in MD&A to their nearest comparable GAAP financial measures as presented in the Consolidated Statements of Income is provided below.

Reconciliation of Certain Non-GAAP Financial Measures
Consolidated results Three Months Ended Nine Months Ended
In thousands except per share data October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016
Reported gross profit $ 940,222
$ 850,848
$ 2,609,992
$ 2,415,622
Derivative mark-to-market (gains) losses (21,954 ) 35,791
(27,486 ) 30,851
Business realignment activities 213
24,470
6,475
57,948
NSRPE 2,779
2,620
8,344
9,132
Non-GAAP gross profit $ 921,260
$ 913,729
$ 2,597,325
$ 2,513,553

Reported operating profit $ 439,020
$ 374,024
$ 946,292
$ 976,295
Derivative mark-to-market (gains) losses (21,954 ) 35,791
(27,486 ) 30,851
Business realignment activities 8,257
27,962
69,699
104,487
Acquisition integration costs —
2,265
311
3,727
NSRPE 21,540
6,360
30,123
20,666
Long-lived asset impairment charges —
—
208,712
—
Non-GAAP operating profit $ 446,863
$ 446,402
$ 1,227,651
$ 1,136,026

Reported provision for income taxes $ 126,788
$ 100,434
$ 275,291
$ 297,671
Derivative mark-to-market (gains) losses * (3,078 ) 13,566
(2,726 ) 11,694
Business realignment activities* 1,112
5,576
18,312
16,409
Acquisition integration costs* —
859
118
1,413
NSRPE* 8,171
2,432
11,440
7,900
Long-lived asset impairment charges** (8,710 ) —
29,264
—
Non-GAAP provision for income taxes $ 124,283
$ 122,867
$ 331,699
$ 335,087

Reported net income $ 273,303
$ 227,403
$ 601,848
$ 603,191
Derivative mark-to-market (gains) losses (18,876 ) 22,225
(24,760 ) 19,157
Business realignment activities 7,145
22,386
51,387
88,073
Acquisition integration costs —
1,406
193
2,314
NSRPE 13,369
3,928
18,683
12,766
Long-lived asset impairment charges 8,710
—
179,448
—
Noncontrolling interest share of business realignment and impairment charges (5 ) —
(27,967 ) —
Settlement of SGM liability —
—
—
(26,650 )
Non-GAAP net income $ 283,646
$ 277,348
$ 798,832
$ 698,851

Reported EPS - Diluted $ 1.28
$ 1.06
$ 2.81
$ 2.80
Derivative mark-to-market (gains) losses (0.08 ) 0.10
(0.11 ) 0.09
Business realignment activities 0.03
0.10
0.24
0.40
Acquisition integration costs —
0.01
—
0.01
NSRPE 0.06
0.02
0.08
0.06
Long-lived asset impairment charges 0.04
—
0.84
—
Noncontrolling interest share of business realignment and impairment charges —
—
(0.13 ) —
Settlement of SGM liability —
—
—
(0.12 )
Non-GAAP EPS - Diluted $ 1.33
$ 1.29
$ 3.73
$ 3.24

* The tax effect for each adjustment is determined by calculating the tax impact of the adjustment on the Company's quarterly effective tax rate.

** There were no pre-tax impairment charges associated with long-lived assets during the three months ended October 1, 2017. However, the long-lived asset impairment charge in the first quarter of 2017 was not treated as a discrete tax item. Therefore, the tax impact was included in the estimated annual effective tax rate resulting in an EPS-diluted impact for each of the quarters throughout 2017.

~~In the assessment of our results, we review and discuss the following financial metrics that are derived from the reported and non-GAAP financial measures presented above:~~

Three Months Ended Nine Months Ended
October 1, 2017 October 2, 2016 October 1, 2017 October 2, 2016
As reported gross margin 46.2 % 42.5 % 46.8 % 44.2 %
Non-GAAP gross margin (1) 45.3 % 45.6 % 46.6 % 46.0 %

As reported operating profit margin 21.6 % 18.7 % 17.0 % 17.8 %
Non-GAAP operating profit margin (2) 22.0 % 22.3 % 22.0 % 20.8 %

As reported effective tax rate 31.6 % 30.6 % 32.4 % 33.0 %
Non-GAAP effective tax rate (3) 30.4 % 30.7 % 29.3 % 32.4 %


~~(1)~~•	~~Calculated as non-GAAP gross profit as a percentage of net sales for each period presented.~~ Overview


~~(2)~~•	~~Calculated as non-GAAP operating profit as a percentage of net sales for each period presented.~~ Trends Affecting Our Business


~~(3)~~•	~~Calculated as non-GAAP provision for income taxes as a percentage~~ Consolidated Results of ~~non-GAAP income before taxes (calculated as non-GAAP operating profit minus non-GAAP interest expense, net plus or minus non-GAAP other (income) expense, net).~~Operations


•	Segment Results


•	Liquidity and Capital Resources


•	Safe Harbor Statement

~~Details~~OVERVIEW

Hershey is a global confectionery leader known for bringing goodness to the world through chocolate, sweets, mints, gum and other great tasting snacks. We are the largest producer of ~~the activities impacting comparability that are presented as reconciling items to derive the non-GAAP financial measures~~quality chocolate in North America, a leading snack maker in the ~~tables above are~~United States and a global leader in chocolate and non-chocolate confectionery. We market, sell and distribute our products under more than 80 brand names in approximately 85 countries worldwide.

Our principal product offerings include chocolate and non-chocolate confectionery products; gum and mint refreshment products; snack items, such as ~~follows:~~ready-to-eat popcorn, baked and trans free snacks, spreads, meat snacks, bars and snack bites and mixes, protein bars and cookies; and pantry items such as baking ingredients, toppings and beverages.

~~Mark-to-market (gains) losses on commodity derivatives~~TRENDS AFFECTING OUR BUSINESS

~~Commensurate with~~On March 11, 2020, the World Health Organization designated the recent novel coronavirus ("COVID-19") as a global pandemic. COVID-19 was first detected in Wuhan City, Hubei Province, China and continued to spread, significantly impacting various markets around the world, including the United States. Various policies and initiatives have been implemented to reduce the global transmission of COVID-19, including reduced or eliminated food services, reduced travel, the closure of retailing establishments, the cancellation of major sporting and entertainment events, the promotion of social distancing and the adoption of remote working policies.

Local, state and national governments continue to emphasize the importance of food supply during this pandemic and asked that food manufacturers and retailers remain open to meet the needs of our ~~discontinuance of hedge accounting treatment for commodity derivatives, we are adjusting the mark-to-market losses (gains) on such commodity derivatives, until such time as the related inventory~~communities. Employee safety is sold. Since we often purchase commodity contracts to price inventory requirements in future years, we make this adjustment to facilitate the year-over-year comparison of cost of sales on a basis that matches the derivative gainsour first priority, and losses with the underlying economic exposure being hedged for the period. For the three months ended October 1, 2017 and October 2, 2016, the net unallocated mark-to-market adjustment on commodity derivatives totaled pre-tax gains of $22.0 million and losses of $35.8 million, respectively. For the nine months ended October 1, 2017 and October 2, 2016, the net unallocated mark-to-market adjustment on commodity derivatives totaled pre-tax gains of $27.5 million and losses of $30.9 million, respectively.

~~Business realignment activities~~

We periodically undertake restructuring and cost reduction activities as part of ongoing efforts to enhance long-term profitability. For the three months ended October 1, 2017 and October 2, 2016, we incurred $8.3 million and $28.0 million, respectively, of pre-tax costs related to business realignment activities. For the nine months ended October 1, 2017 and October 2, 2016, we incurred $69.7 million and $104.5 million, respectively, of pre-tax costs related to business realignment activities. See Note 7 to the Consolidated Financial Statements for more information.

~~Acquisition integration costs~~

Costs incurred during the three and nine months ended October 1, 2017 and 2016 relate to the integration of the 2016 acquisition of Ripple Brand Collective, LLC as we incorporate this business into our operating practices and information systems.

~~Non-service related pension expense~~

NSRPE includes interest costs, the expected return on pension plan assets, the amortization of actuarial gains and losses, and certain curtailment and settlement losses or credits. NSRPE can fluctuate from year to year as a result, ~~of changes~~we put preparedness plans in ~~market interest rates~~place at our manufacturing facilities. We have adjusted shift schedules, enforced social distancing, increased sanitation and ~~market returns on pension plan assets.~~ adjusted time and attendance policies for worker absenteeism. Our sales teams continue to support community food supplies, while adhering to social distancing guidelines, implementing flexible hours, reducing person-to-person interaction and increasing safety measures. Additionally, the Company temporarily closed all Hershey’s Chocolate World stores in the United States (3 locations), Niagara Falls (Ontario) and Singapore.

We ~~believe that~~have implemented other contingency plans, with office-based employees working remotely where possible. We have crisis management teams in place monitoring the ~~service cost component~~rapidly evolving situation and recommending risk mitigation actions as deemed necessary. To date, there has been minimal disruption to our supply chain network, including the supply of our ~~total pension benefit costs~~ingredients, packaging or other sourced materials, though it is possible that more significant disruptions could occur if the COVID-19 pandemic continues to impact markets around the world. We are also working closely ~~reflects the operating costs~~with all of our business units, contract manufacturers, distributors, contractors and other external business partners.

The Hershey Company | Q1 2020 Form 10-Q | Page 30

We believe we have sufficient liquidity to satisfy our cash needs, however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. This includes limiting discretionary spending across the organization and re-prioritizing our capital projects amid the COVID-19 pandemic. We plan to move forward with our new global enterprise resource planning (“ERP”) system implementation and supply chain capacity projects, as these investments are of strategic importance to our long-term growth. However, we did selectively pause certain aspects of the ERP system implementation due to resource constraints and challenges associated with the critical design phase during these uncertain times. We expect this to delay our overall ERP implementation by approximately one year.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law. The CARES Act provides ~~for~~ a ~~better comparison~~substantial stimulus and assistance package intended to address the impact of the COVID-19 pandemic, including tax relief and government loans, grants and investments. The CARES Act did not have a material impact on our operating results from year to year. Therefore, we exclude NSRPE from our internal performance measures. Our most significant defined benefit pension plans have been closed to new participants for a number of years, resulting in ongoing service costs that are stable and predictable. We recorded pre-tax NSRPE of $21.5 million and $6.4 million, respectively,consolidated financial statements for the three months ended ~~October 1, 2017 and October 2, 2016, respectively.~~March 29, 2020. We ~~recorded pre-tax NSRPE of $30.1 million and $20.7 million, respectively, for~~continue to monitor any effects that may result from the ~~nine months ended October 1, 2017 and October 2, 2016, respectively.~~CARES Act.

~~Long-lived asset impairment charges~~

~~For~~Further, the nine months ended October 1, 2017, we incurred $208.7 million of pre-tax long-lived asset impairment charges related to certain business realignment activities. This includes a write-down of certain intangible assets that had been recognized in connection with the 2014 SGM acquisition and write-down of property, plant and equipment. See Note 7 to the Consolidated Financial Statements for more information.

~~Noncontrolling interest share of business realignment and impairment charges~~

Certain of the business realignment and impairment charges recorded in connection with the Margin for Growth Program related to Lotte Shanghai Foods Co., Ltd., a joint venture in which we own a 50% controlling interest. Therefore, we have also adjusted for the portion of these charges included within the loss attributed to the non-controlling interest.

~~Settlement of SGM liability~~

In the fourth quarter of 2015, we reached an agreement with the SGM selling shareholders to reduce the originally-agreed purchase price for the remaining 20% of SGM, and we completed the purchase on February 3, 2016. In the first quarter of 2016, we recorded a $26.7 million gain relating to the settlement of the SGM liability, representing the net carrying amount of the recorded liability in excess of the cash paid to settle the obligation for the remaining 20% of the outstanding shares.

~~Constant Currency Net Sales Growth~~

~~We present certain percentage changes in net sales on a constant currency basis, which excludes the~~overall impact of ~~foreign currency exchange. This measure is used internally by management in evaluating~~COVID-19 on our consolidated results of operations for the three months ended March 29, 2020 was not material and ~~determining incentive compensation.~~primarily limited to our International and Other segment (see Segment Results included in this MD&A). However, the impact that COVID-19 will have on our consolidated results of operations throughout 2020 remains uncertain. We ~~believe that this measure provides useful information to investors because it provides transparency to underlying performance~~expect a decrease in our ~~net sales by excluding the effect that foreign currency exchange rate fluctuations have~~food service and world travel retail businesses as a result of known shelter-in-place restrictions. Based on the ~~year-to-year comparability given~~length and severity of COVID-19, we may experience continued volatility in ~~foreign currency exchange markets.~~

~~To present this information for historical periods, current period net sales for entities reporting in other than~~retail foot traffic, consumer shopping and consumption behavior. We will continue to evaluate the ~~U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period~~nature and extent of ~~the prior fiscal year, rather than at the actual average monthly exchange rates in effect during the current period~~these potential impacts to our business, consolidated results of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.

~~A reconciliation between reported and constant currency growth rates is provided below:~~

Three Months Ended October 1, 2017
Percentage Change as Reported Impact of Foreign Currency Exchange Percentage Change on Constant Currency Basis
North America segment
Canada 12.1 % 4.6 % 7.5 %
Total North America segment 1.6 % 0.3 % 1.3 %

International and Other segment
Mexico 15.5 % 5.9 % 9.6 %
Brazil 6.4 % 3.1 % 3.3 %
India 20.9 % 4.9 % 16.0 %
Greater China (7.3 )% (0.2 )% (7.1 )%
Total International and Other segment 0.8 % 1.3 % (0.5 )%

Total Company 1.5 % 0.4 % 1.1 %

Nine Months Ended October 1, 2017
Percentage Change as Reported Impact of Foreign Currency Exchange Percentage Change on Constant Currency Basis
North America segment
Canada 8.3 % 1.0 % 7.3 %
Total North America segment 2.1 % — % 2.1 %

International and Other segment
Mexico 9.4 % (3.7 )% 13.1 %
Brazil 20.7 % 13.0 % 7.7 %
India 13.9 % 3.0 % 10.9 %
Greater China (11.2 )% (1.6 )% (9.6 )%
Total International and Other segment 0.3 % 0.3 % — %

Total Company 1.9 % — % 1.9 %

~~2017 Outlook~~

The following table provides a reconciliation of projected 2017 EPS-diluted, prepared in accordance with GAAP, to projected non-GAAP EPS-diluted for 2017, prepared on a non-GAAP basis, with adjustments consistent to those discussed previously. The reconciliation of 2016 EPS-diluted, prepared in accordance with GAAP, to 2016 non-GAAP EPS-diluted is provided below for comparison.

2017 (Projected) 2016
Reported EPS – Diluted $3.54 - $3.68 $3.34
Derivative mark-to-market losses — 0.66
Business realignment costs (including Margin for Growth Program costs) 0.16 - 0.21 0.42
Acquisition and integration costs — 0.02
Non-service related pension expense 0.10 0.08
Settlement of SGM liability — (0.12)
Long-lived asset impairment charges 0.87 0.01
Adjusted EPS – Diluted $4.72 - $4.81 $4.41

Our 2017 projected EPS-diluted, as presented above, does not include the impact of mark-to-market gains and losses on our commodity derivative contracts that will be reflected within corporate unallocated expenses in ouroperations, segment results, ~~until the related inventory is sold, since we are not able to forecast the impact of the market changes.~~liquidity and capital resources.

CONSOLIDATED RESULTS OF OPERATIONS


	Three Months Ended						Percent		Nine Months Ended						Percent			Three Months Ended						Percent
	October 1, 2017			October 2, 2016			Change		October 1, 2017			October 2, 2016			Change			March 29, 2020			March 31, 2019			Change
In millions of dollars except per share amounts
Net Sales	$	2,033.1		$	2,003.5		1.5	%	$	5,575.8		$	5,469.9		1.9	%		$	2,037.3		$	2,016.5		1.0	%
Cost of Sales	1,092.9			1,152.6			(5.2	)%	2,965.8			3,054.3			(2.9	)%		1,170.7			1,124.0			4.2	%
Gross Profit	940.2			850.8			10.5	%	2,610.0			2,415.6			8.0	%		866.6			892.5			(2.9	)%
Gross Margin	46.2		%	42.5		%			46.8		%	44.2		%				42.5		%	44.3		%
SM&A Expense	497.2			474.5			4.8	%	1,405.0			1,408.8			(0.3	)%		475.4			453.5			4.8	%
SM&A Expense as a percent of net sales	24.5		%	23.7		%			25.2		%	25.8		%				23.3		%	22.5		%
Long-lived Asset Impairment Charges	—			—			—	%	208.7			—			NM
Long-Lived Asset Impairment Charges																		7.5			—			NM
Business Realignment Costs	4.0			2.3			72.5	%	50.0			30.6			63.6	%		0.9			0.1			NM
Operating Profit	439.0			374.0			17.4	%	946.3			976.3			(3.1	)%		382.8			438.9			(12.8	)%
Operating Profit Margin	21.6		%	18.7		%			17.0		%	17.8		%				18.8		%	21.8		%
Interest Expense, Net	24.6			24.4			0.8	%	72.5			66.7			8.6	%	��	36.3			37.5			(3.2	)%
Other (Income) Expense, Net	13.6			21.8			(37.5	)%	23.6			8.7			NM			11.5			5.5			110.6	%
Provision for Income Taxes	126.8			100.4			26.2	%	275.3			297.7			(7.5	)%		66.2			92.0			(28.1	)%
Effective Income Tax Rate	31.6		%	30.6		%			32.4		%	33.0		%				19.8		%	23.2		%
Net Income Including Noncontrolling Interest	274.0			227.4			20.5	%	575.0			603.2			(4.7	)%		268.8			303.9			(11.5	)%
Less: Net Gain (Loss) Attributable to Noncontrolling Interest	0.7			—			NM		(26.9		)	—			NM
Less: Net Loss Attributable to Noncontrolling Interest																		(2.3		)	(0.5		)	393.5	%
Net Income Attributable to The Hershey Company	$	273.3		$	227.4		20.2	%	$	601.8		$	603.2		(0.2	)%		$	271.1		$	304.4		(10.9	)%
Net Income Per Share—Diluted	$	1.28		$	1.06		20.8	%	$	2.81		$	2.80		0.4	%		$	1.29		$	1.45		(11.0	)%

Note: Percentage changes may not compute directly as shown due to rounding of amounts presented above.
NM = not meaningful.
NOTE: Percentage changes may not compute directly as shown due to rounding of amounts presented above.																	NOTE: Percentage changes may not compute directly as shown due to rounding of amounts presented above.
NM = not meaningful																	NM = not meaningful

~~Results of Operations - Third Quarter 2017 vs. Third Quarter 2016~~

The Hershey Company | Q1 2020 Form 10-Q | Page 31

Net Sales

Net sales increased ~~1.5%~~1.0% in the ~~third~~first quarter of ~~2017~~2020 compared to the same period of ~~2016,~~2019, reflecting ~~volume increases of 0.7%,~~a favorable price realization of ~~0.4%~~2.8% due to higher prices on certain products and a ~~favorable~~0.8% benefit from the September 2019 acquisition of ONE Brands, LLC ("ONE Brands"). These increases were partially offset by a volume decrease of 2.3%, which was primarily elasticity-driven due to the aforementioned price increase, a shorter Easter season in 2020 versus 2019 and a decline in select international markets, as well as an unfavorable impact from foreign currency exchange rates of ~~0.4%~~0.3%. Excluding foreign currency, our first quarter of 2020 net sales increased ~~1.1% in the third quarter of 2017. Consolidated volumes increased as a result of higher sales volume in the North America segment, which benefited from core brand growth and innovation, including~~ ~~Hershey's Cookie Layer Crunch, and the launch of~~ ~~Hershey's~~ ~~and~~ ~~Reese's~~ Popped Snack Mix and Chocolate Dipped Pretzels. These volume increases were partially offset by volume declines in our International and Other segment, where growth, driven by measured investments in Mexico, Brazil and India, was more than offset by declines in China. Favorable net price realization was attributed to higher prices in select markets within our International and Other segment versus the prior year.1.3%.

Key U.S. ~~CMG~~ Marketplace Metrics

For the 12 week period ended October 8, 2017 October 8, 2016
Hershey's Consumer Takeaway Increase (Decrease) 1.4 % (0.4 )%
Hershey's Market Share Decrease (0.3 ) (0.1 )

For the first quarter of 2020, our total U.S. retail takeaway increased 5.0% in the expanded multi-outlet combined plus convenience store channels (IRI MULO + C-Stores), which includes candy, mint, gum, salty snacks, meat snacks and grocery items. Our U.S. candy, mint and gum ("CMG") consumer takeaway increased 4.9%, resulting in a CMG market share gain of approximately 76 basis points.

The CMG consumer takeaway and market share information ~~provided for the twelve week period above are for~~reflect measured channels of distribution accounting for approximately 90% of our U.S. confectionery retail business. These channels of distribution primarily include food, drug, mass merchandisers, and convenience store channels, plus Wal-Mart Stores, Inc., partial dollar, club and military channels. These metrics are based on measured market scanned purchases as reported by ~~Nielsen~~Information Resources, Incorporated ("IRI"), the Company's market insights and analytics provider, and provide a means to assess our retail takeaway and market position relative to the overall category. In 2017, takeaway improved relative to the prior year mainly driven by core brand growth and innovation. The amounts presented above are solely for the U.S. CMG category which does not include revenue from our snack mixes and grocery items.

Cost of Sales and Gross Margin

Cost of sales ~~decreased 5.2%~~increased 4.2% in the ~~third~~first quarter of ~~2017~~2020 compared to the same period of ~~2016.~~2019. The ~~improvement~~increase was driven by an incremental ~~$57.7~~$50.4 million ~~favorable impact from marking-to-market~~of mark-to-market losses on our commodity derivative instruments. These derivative instruments are intended to economically hedge future years' commodity purchases, ~~a $24.3 million decrease~~however, were significantly impacted by financial market volatility during March 2020 amid COVID-19 fears. Additionally, the increase in ~~business realignment costs, and supply chain productivity and~~ cost ~~savings initiatives. These benefits were offset in part by unfavorable manufacturing variances and~~of sales was attributed to higher freight and ~~warehousing~~logistics costs, and additional plant costs. These drivers were partially offset by favorable supply chain productivity.

Gross margin ~~increased~~decreased by ~~370~~180 basis points in in the ~~third~~first quarter of ~~2017~~2020 compared to the same period of ~~2016. Favorable~~2019. The decrease was primarily due to unfavorable year-over-year mark-to-market impact from commodity derivative instruments, ~~lower commodity~~the higher freight and ~~business realignment~~logistics costs and additional plant costs. These factors were partially offset by favorable price realization and supply chain ~~productivity contributed to the improvement in gross margin. However, higher supply chain costs partially offset the increase in gross margin.~~productivity.

Selling, Marketing and Administrative

Selling, marketing and administrative (“SM&A”) expenses increased ~~$22.7~~$21.8 million or 4.8% in the ~~third~~first quarter of ~~2017. Advertising and related consumer marketing expense increased 3.7% during this period. Excluding these~~2020. Total advertising and related consumer marketing ~~costs, selling~~expenses increased 4.5% driven by advertising increases in North America. SM&A expenses, excluding advertising and ~~administrative expenses for 2017~~related consumer marketing, increased ~~by 5.4% as compared~~approximately 5.0% in the first quarter 2020 primarily due to ~~2016. SM&A was impacted by pension settlement~~compensation related expenses.

Long-Lived Asset Impairment Charges

During the first quarter of 2020, we recorded the following impairment charges:



Adjustment to disposal group (1)	$	4.6
Other asset write-down (2)	2.9
Long-lived asset impairment charges	$	7.5


(1)	In connection with our disposal group classified as held for sale, during 2020, we recorded impairment charges to adjust long-lived asset values. The fair value of the disposal group was supported by potential sales prices with third-party buyers. We expect the sale of the disposal group to be completed during 2020.


(2)	In connection with a previous sale, the Company wrote-down certain receivables deemed uncollectible.

There were no impairment charges ~~and higher costs associated with business realignment programs and investments in go-to-market capabilities, partially offset by costs savings and efficiency initiatives.~~during the first quarter of 2019.

The Hershey Company | Q1 2020 Form 10-Q | Page 32

Business Realignment Activities

In the ~~third~~first quarter of ~~2017~~2020 and ~~2016,~~2019, we recorded business realignment costs of ~~$4.0~~$0.8 million and ~~$2.3~~$0.1 million, respectively. The ~~2017~~ costs related primarily to ~~severance and other program costs associated with~~ the Margin for Growth Program, ~~that commenced~~which is discussed in ~~the first quarter of 2017. The 2016 costs related primarily to the Operational Optimization Program, as described~~more detail in Note 79 to the Unaudited Consolidated Financial Statements.

Operating Profit and Operating Profit Margin

Operating profit ~~increased 17.4%~~decreased 12.8% in the ~~third~~first quarter of ~~2017~~2020 compared to the same period of ~~2016~~2019 due primarily to ~~the~~lower gross profit, higher ~~gross margin~~SM&A, and higher impairment charges, as ~~discussed~~noted above. Operating profit margin ~~increased~~decreased to ~~21.6%~~18.8% in ~~2017~~2020 from ~~18.7%~~21.8% in ~~2016 also~~2019 driven by ~~the improvement in gross margin.~~these same factors.

Interest Expense, Net

Net interest expense was ~~$0.2~~$1.2 million ~~higher~~lower in the ~~third~~first quarter of ~~2017~~2020 compared to the same period of ~~2016.~~2019. The ~~increase~~decrease was due to ~~higher interest rates on higher levels of~~a lower average short-term commercial paper debt ~~outstanding during the 2017 quarter, as well as a decreased benefit on the fixed to floating swaps during the third quarter of 2017 as compared to the 2016 quarter.~~balances in 2020 verses 2019.

Other (Income) Expense, Net

Other (income) expense, net totaled ~~$13.6~~expense of $11.5 million in the ~~third~~first quarter of ~~2017 compared~~2020 versus expense of $5.5 million in the first quarter of 2019. The increase in the net expense was primarily due to ~~$21.8 million for the same period of 2016, driven in both periods by the write-down~~higher write-downs on equity investments qualifying for federal historic and energy tax ~~credits.~~

credits; partially offset by lower non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans during 2020.

Income Taxes and Effective Tax Rate

Our effective income tax rate was ~~31.6%~~19.8% for the ~~third~~first quarter of ~~2017~~2020 compared ~~to 30.6%~~with 23.2% for the ~~same period~~first quarter of ~~2016.~~2019. Relative to the 21% statutory rate, the ~~2017~~2020 effective tax rate was impacted by favorable foreign rate differential relating to our cocoa procurement operations and investment tax credits, which were partially offset by non-benefited costs resulting from the Margin for Growth Program. The 2016 tax rate benefited from a one time tax return amendment for research and development credits and other tax deductions.

~~Net Income Attributable to The Hershey Company and Earnings Per Share-diluted~~

Net income increased $45.9 million, or 20.2%, while EPS-diluted increased $0.22, or 20.8%, in the third quarter of 2017 compared to the same period of 2016. The increases in both net income and EPS-diluted were driven by the higher gross margin as discussed above.

~~Results of Operations - First Nine Months 2017 vs. First Nine Months 2016~~

~~Net Sales~~

Net sales increased 1.9% in the first nine months of 2017 compared to the same period of 2016, reflecting favorable price realization of 0.8%, volume increases of 0.7% and a 0.4% benefit from acquisitions. There was no impact from foreign currency exchange rates during the period. The favorable net price realization was attributed to lower levels of trade promotional spending in both the North America and International and Other segments versus the prior year. Consolidated volumes increased as a result of higher sales volume in North America, specifically from core brand growth throughout 2017 and innovation, including new product launches and stand-up packaging. These volume increases were partially offset by volume declines in our International and Other segment, where growth, driven by measured investments in Mexico, Brazil and India, was more than offset by declines in China.

~~Cost of Sales and Gross Margin~~

Cost of sales decreased 2.9% in the first nine months of 2017 compared to the same period of 2016. The improvement was driven by lower commodity costs, including an incremental $58.3 million favorable impact from marking-to-market our commodity derivative instruments intended to economically hedge future years' commodity purchases, a $51.5 million year-over-year decrease in business realignment costs, and supply chain productivity. These benefits were offset in part by unfavorable manufacturing variances and higher freight and warehousing costs.

Gross margin increased by 260 basis points in the first nine months of 2017 compared to the same period of 2016, driven by lower commodity and business realignment costs, and supply chain productivity. However, the increase in gross margin was partially offset by higher supply chain costs.

~~Selling, Marketing and Administrative~~

Selling, marketing and administrative (“SM&A”) expenses decreased $3.8 million or 0.3% in the first nine months of 2017. Advertising and related consumer marketing expense increased 1.1% during this period. Excluding these advertising and related consumer marketing costs, selling and administrative expenses for 2017 decreased by 1.0% as compared to 2016. SM&A benefited from lower costs relating to business realignment activities as well as costs savings and efficiency initiatives, partially offset by higher pension settlement charges and investments in go-to-market capabilities.

~~Long-lived Asset Impairment Charges~~

In the first nine months of 2017, we recorded long-lived asset impairment charges of $208.7 million. This relates to a first quarter write-down of certain intangible assets that had been recognized in connection with the 2014 SGM acquisition and write-down of property, plant and equipment. See Note 7 to the Unaudited Consolidated Financial Statements.

~~Business Realignment Activities~~

In the first nine months of 2017 and 2016, we recorded business realignment costs of $50.0 million and $30.6 million, respectively. The 2017 costs related primarily to severance and other program costs associated with the Margin for Growth Program that commenced in the first quarter of 2017. The 2016 costs related primarily to the Operational Optimization Program, as described in Note 7 to the Unaudited Consolidated Financial Statements.

~~Operating Profit and Operating Profit Margin~~

Operating profit decreased 3.1% in the first nine months of 2017 compared to the same period of 2016 due primarily to the long-lived asset impairment charges and higher business realignment costs, partially offset by higher gross margin and lower SM&A expenses, as discussed above. Operating profit margin decreased to 17.0% in 2017 from 17.8% in 2016 driven by these same factors.

~~Interest Expense, Net~~

Net interest expense was $5.7 million higher in the first nine months of 2017 compared to the same period of 2016. The increase was due to higher levels of long-term debt outstanding and higher interest rates on commercial paper during the 2017 period, as well as a decreased benefit from the fixed to floating swaps during the nine months of 2017 as compared to the 2016 period.

~~Other (Income) Expense, Net~~

Other (income) expense, net totaled expense of $23.6 million during the first nine months of 2017 versus expense of $8.7 million for the same period of 2016. In 2017 we recognized a $24.0 million write-down on equity investments qualifying for federal historic and energy tax credits, compared to a $35.9 million write down in the first nine month of 2016. Additionally, 2016 was offset by an extinguishment gain of $26.7 million related to the settlement of the SGM liability.

~~Income Taxes and Effective Tax Rate~~

Our effective income tax rate was 32.4% for the first nine months of 2017 compared with 33.0% for the same period of 2016. Relative to the statutory rate, the 2017 effective tax rate was impacted by a favorable foreign rate differential relating to foreign operations and cocoa procurement, investment tax credits and the benefit of ASU 2016-09 ~~which were~~for accounting of employee share-based payment, partially offset by non-benefited costs resulting from the Margin for Growth Program. The 2016 effective rate benefited from the impact of non-taxable income related to the settlement of the SGM liability and investment tax credits.state taxes.

Net Income attributable to The Hershey Company and Earnings Per Share-diluted

Net income decreased ~~$1.3~~$33.2 million, or ~~0.2%~~10.9%, while EPS-diluted ~~increased $0.01,~~decreased $0.16, or ~~0.4%~~11.0%, in the first ~~nine months~~quarter of ~~2017~~2020 compared to the same period of ~~2016.~~2019. The decrease in both net income and EPS-diluted was driven primarily by ~~the long-lived asset~~lower gross profit, higher SM&A and higher impairment charges, ~~and higher business realignment costs, as noted above, whereas, the increase in EPS was driven~~partially offset by lower ~~diluted~~income taxes. Our 2020 EPS-diluted also benefited from lower weighted-average shares ~~outstanding.~~outstanding as a result of share repurchases pursuant to our Board-approved repurchase programs.

SEGMENT RESULTS

The summary that follows provides a discussion of the results of operations of our two reportable segments: North America and International and Other. The segments reflect our operations on a geographic basis. For segment reporting purposes, we use “segment income” to evaluate segment performance and allocate resources. Segment income excludes unallocated general corporate administrative expenses, unallocated mark-to-market gains and losses on commodity derivatives, business realignment and impairment charges, ~~acquisition integration~~acquisition-related costs and ~~NSRPE~~other unusual gains or losses that are not part of our measurement of segment performance. These items of our operating income are largely managed centrally at the corporate level and are excluded from the measure of segment income reviewed by the CODM and used for resource allocation and internal management reporting and performance evaluation. Segment income and segment income margin, which are presented in the segment discussion that follows, are non-GAAP measures and do not purport to be alternatives to operating income as a measure of operating performance. We believe that these measures are useful to investors and other users of our financial information in evaluating ongoing operating profitability as well as in evaluating operating performance in relation to our competitors, as they exclude the activities that are not ~~integral~~directly attributable to our ongoing segment operations. ~~For further information, see the Non-GAAP Information section of this MD&A.~~

The Hershey Company | Q1 2020 Form 10-Q | Page 33

Our segment results, including a reconciliation to our consolidated results, were as follows:


		Three Months Ended					Nine Months Ended						Three Months Ended
		October 1, 2017			October 2, 2016		October 1, 2017			October 2, 2016			March 29, 2020		March 31, 2019
In millions of dollars
Net Sales:	Net Sales:
North America	North America	$	1,792,377		$	1,764,528	$	4,946,537		$	4,842,840		$	1,844.8	$	1,807.0
International and Other	International and Other	240,744			238,926		629,253			627,097			192.5		209.5
Total	Total	$	2,033,121		$	2,003,454	$	5,575,790		$	5,469,937		$	2,037.3	$	2,016.5

Segment Income (Loss):
Segment Income:
North America	North America	$	554,578		$	563,946	$	1,568,098		$	1,519,059		$	581.6	$	564.8
International and Other	International and Other	16,400			4,284		26,491			(12,411		)	16.0		20.2
Total segment income	Total segment income	570,978			568,230		1,594,589			1,506,648			597.6		585.0
Unallocated corporate expense (1)	Unallocated corporate expense (1)	124,115			121,828		366,938			370,622			124.6		117.7
Unallocated mark-to-market (gains) losses on commodity derivatives (2)		(21,954		)	35,791		(27,486		)	30,851
Unallocated mark-to-market losses on commodity derivatives (2)													81.8		28.0
Long-lived asset impairment charges	Long-lived asset impairment charges	—			—		208,712			—			7.5		—
Costs associated with business realignment activities	Costs associated with business realignment activities	8,257			27,962		69,699			104,487			0.9		0.5
Non-service related pension expense		21,540			6,360		30,123			20,666
Acquisition and integration costs		—			2,265		311			3,727
Operating profit	Operating profit	439,020			374,024		946,292			976,295			382.8		438.8
Interest expense, net	Interest expense, net	24,589			24,387		72,456			66,730			36.3		37.4
Other (income) expense, net	Other (income) expense, net	13,630			21,800		23,557			8,703			11.5		5.5
Income before income taxes	Income before income taxes	$	400,801		$	327,837	$	850,279		$	900,862		$	335.0	$	395.9

Our North America segment income decreased $9.3 million or 1.7% in 2017 compared to 2016, driven by investments in greater levels of advertising expense and go-to-market capabilities, as well as unfavorable manufacturing variances and higher freight and warehousing costs.

~~Results of Operations - First Nine Months 2017 vs. First Nine Months 2016~~

The Hershey Company | Q1 2020 Form 10-Q | Page 34

Our North America segment income increased ~~$49.0~~$16.8 million or ~~3.2%~~3.0% in ~~2017~~the first quarter of 2020 compared to ~~2016, driven by higher gross profit,~~the same period of 2019, primarily due to favorable price realization, partially offset by ~~investments in greater levels of selling expense~~higher supply chain-related costs and ~~go-to-market capabilities and increased depreciation and amortization resulting from the recent~~ ~~barkTHINS~~ ~~brand acquisition.~~

unfavorable commodity costs.

International and Other

The International and Other segment includes all other countries where we currently manufacture, import, market, sell or distribute chocolate and non-chocolate confectionery and other products. Currently, this includes our operations in China and other Asia markets, Latin America, Europe, Africa and the Middle East, along with exports to these regions. While a less significant component, this segment also includes our global retail operations, including Hershey’s Chocolate World stores in Hershey, Pennsylvania, New York City, Las Vegas, ~~Shanghai,~~ Niagara Falls (Ontario)~~, Dubai~~ and Singapore, as well as operations associated with licensing the use of certain trademarks and products to third parties around the world. International and Other accounted for ~~11.8%~~9.4% and ~~11.9%~~10.4% of our net sales for the three months ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016,~~March 31, 2019, respectively. International and Other results for the three ~~and nine~~ months ended ~~October 1, 2017~~March 29, 2020 and ~~October 2, 2016~~March 31, 2019 were as follows:

Our International and Other segment generated income of ~~$16.4~~$16.0 million in ~~2017~~the first quarter of 2020 compared to ~~$4.3~~$20.2 million in ~~2016, driven by reduced trade promotional spending and lower operating expenses in China as a result~~the first quarter of ~~our Margin for Growth Program.~~

~~Results of Operations - First Nine Months 2017 vs. First Nine Months 2016~~

Our International and Other segment generated income of $26.5 million in 2017 compared to a loss of $12.4 million in 2016 due to improved combined income in Latin America and export markets versus the prior year. Additionally, segment income benefited from reduced trade promotional spending and lower operating expenses in China as a result of our Margin for Growth Program.

Unallocated Corporate Expense

~~In the third quarter of 2017, unallocated~~Unallocated corporate expense totaled ~~$124.1~~$124.6 million in the first quarter of 2020 as compared to ~~$121.8~~$117.7 million in the ~~same period~~first quarter of ~~2016,~~2019 primarily ~~due to higher employee~~driven by compensation related costs. In the first nine months of 2017, unallocated corporate expense totaled $366.9 million, as compared to $370.6 million in the same period of 2016, primarily due to savings realized in 2017 from our productivity and cost savings initiatives.expenses.

The Hershey Company | Q1 2020 Form 10-Q | Page 35

~~Liquidity and Capital Resources~~

LIQUIDITY AND CAPITAL RESOURCES

Historically, our primary source of liquidity has been cash generated from operations. Domestic seasonal working capital needs, which typically peak during the summer months, are generally met by utilizing cash on hand, bank borrowings or the issuance of commercial paper. Commercial paper may also be issued, from time to time, to finance ongoing business transactions, such as the repayment of long-term debt, business acquisitions and for other general corporate purposes.

At ~~October 1, 2017,~~March 29, 2020, our cash and cash equivalents totaled ~~$275.1 million.~~$1.1 billion. At December 31, ~~2016,~~2019, our cash and cash equivalents totaled ~~$297.0~~$493.3 million. Our cash and cash equivalents during the first ~~nine~~three months of ~~2017 declined $21.9~~2020 increased $601.5 million compared to the ~~2016~~2019 year-end balance as a result of the net ~~uses~~sources of cash outlined in the following discussion.

Approximately ~~80%~~25% of the balance of our cash and cash equivalents at ~~October 1, 2017~~March 29, 2020 was held by subsidiaries domiciled outside of the United States. IfThe Company recognized the one-time U.S. repatriation tax due under U.S. tax reform and, as a result, repatriation of these amounts ~~held~~would not be subject to additional U.S. federal income tax but would be subject to applicable withholding taxes in the relevant jurisdiction. Our intent is to reinvest funds earned outside of the United States were to be repatriated, under current law they would be subject to U.S. federal income taxes, less applicable foreign tax credits. However, our intent is to permanently reinvest these funds outside of the United States. The cash that our foreign subsidiaries hold for indefinite reinvestment is expected to be used to finance foreign operations and ~~investments.~~investments, and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations. We believe we have sufficient liquidity to satisfy our cash needs, including our cash needs in the United States.

The following table is derived from our Consolidated ~~Statement~~Statements of Cash Flows:

Less: Cash classified as assets held for sale (see Note 8)

Operating activities

We generated ~~net~~ cash ~~from~~of $246.1 million for operating activities ~~of $625.9 million~~ in the first ~~nine~~three months of ~~2017, an increase~~2020, a decrease of ~~$175.1~~$83.8 million compared to ~~$450.8~~$329.9 million in the same period of ~~2016.~~2019. This ~~increase~~decrease in net cash ~~from~~provided by operating activities was mainly driven by the following factors:

The ~~decrease in working capital was partially offset by the following net cash inflow:~~Hershey Company | Q1 2020 Form 10-Q | Page 36

◦

Reduction in cash used by accounts payable and accrued liabilities of $111.6 million, due to the timing of payments for trade-related and other accounts payables, as well as an increase in our liability for business realignment activities (see Note 7 to the Consolidated Financial Statements for more information). Additionally, derivative activity in 2016 included an $87 million payment to settle an interest rate swap in connection with the issuance of new debt in August 2016.

Investing activities

We used ~~net~~ cash of $110.7 million for investing activities ~~of $187.1 million~~ in the first ~~nine~~three months of ~~2017,~~2020, a decrease of ~~$298.9~~$0.9 million compared to ~~$486.0~~$111.6 million in the same period of ~~2016.~~2019. This decrease in net cash used in investing activities was mainly driven by the following factors:

~~Capital spending~~. We spent $19.3 million less for property, plant and equipment, including capitalized software, during the first nine months of 2017 compared to the same period of 2016. For the full year 2017, we expect capital expenditures, including capitalized software, to approximate $260 million to $275 million.

~~Investments in partnerships qualifying for tax credits~~. We make investments in partnership entities that in turn make equity investments in projects eligible to receive federal historic and energy tax credits. We invested approximately $4.6 million more in projects qualifying for tax credits during the first nine months of 2017 compared to the same period of 2016.

~~Business acquisitions~~. In April 2016, we acquired Ripple Brand Collective, LLC for $285 million. Further details regarding our business acquisition activity are provided in Note 2 to the Unaudited Consolidated Financial Statements.

Capital spending. Capital expenditures, including capitalized software, primarily to support capacity expansion, innovation and cost savings, were $99.2 million in the first three months of 2020 compared to $92.8 million in the same period of 2019. For full year 2020, we now expect capital expenditures, including capitalized software, to approximate $400 million to $450 million, a reduction from our previously announced range of $475 million to $525 million, as we evaluate and re-prioritize our capital projects amid the COVID-19 pandemic.

Investments in partnerships qualifying for tax credits. We make investments in partnership entities that in turn make equity investments in projects eligible to receive federal historic and energy tax credits. We invested approximately $11.5 million in the first three months of 2020, compared to $18.9 million in the same period of 2019.

Financing activities

We ~~used net~~generated cash of $495.6 million for financing activities ~~of $465.7 million~~ in the first ~~nine~~three months of ~~2017,~~2020, an increase of $836.7 million compared to ~~net~~ cash ~~generated~~used of ~~$21.5~~$341.1 million in the same period of ~~2016.~~2019. This ~~$487.2 million incremental change~~increase in net cash ~~for~~provided by financing activities was mainly driven by the following factors:

Short-term borrowings, net. In addition to utilizing cash on hand, we use short-term borrowings (commercial paper and bank borrowings) to fund seasonal working capital requirements and ongoing business needs. During the first three months of 2020, we generated cash flow of $807.3 million predominantly through the issuance of short-term commercial paper, as well as a minor increase in short-term foreign bank borrowings. During the first three months of 2019, we had a net reduction in short-term borrowings of $29.0 million primarily due to repayments on commercial paper, partially offset by increases in short-term foreign bank borrowings.

Long-term debt borrowings and repayments. During the first three months of 2020 and 2019, our long-term debt borrowings and repayments activity were minimal.

~~Short-term borrowings, net.~~ In addition to utilizing cash on hand, we use short-term borrowings (commercial paper and bank borrowings) to fund seasonal working capital requirements and ongoing business needs. During the first nine months of 2017, we generated cash flow of $173 million primarily from proceeds on short-term commercial paper issuances. During the first nine months of 2016, we generated cash flow of $345 million from proceeds on short-term commercial paper issuances, partially offset by a $97 million reduction in short-term foreign bank borrowings.

~~Long-term debt borrowings and repayments~~. We had no long-term issuance or repayment activity during the first nine months of 2017. During the first nine months of 2016, we used $250 million to repay long-term debt. Additionally, in 2016, we issued $500 million of 2.30% Notes due in 2026 and $300 million of 3.375% Notes due in 2046.

~~Share repurchases~~. We used cash for total share repurchases of $300.3 million during the first nine months of 2017 pursuant to our practice of replenishing shares issued for stock options and incentive compensation. Additionally, our 2017 share repurchases included a privately negotiated repurchase transaction with the Milton Hershey School Trust. We used cash for total share repurchases of $452.6 million during the first nine months of 2016, which included shares repurchased in the open market under pre-approved share repurchase programs. In October 2017, our Board of Directors approved an additional $100 million share repurchase authorization, to commence after the existing 2016 authorization is completed.

•Dividend payments. Total dividend payments to holders of our Common Stock and Class B Common Stock were ~~$391.8~~$157.8 million during the first ~~nine~~three months of ~~2017,~~2020, an increase of ~~$20.1~~$11.3 million compared to ~~$371.7~~$146.5 million in the same period of ~~2016.~~2019. Details regarding our 2020 cash dividends paid to shareholders are as follows:

Share repurchases. We used cash for total share repurchases of $169.2 million and $198.5 million during the first three months of 2020 and 2019, respectively, pursuant to our practice of replenishing shares issued for stock options and incentive compensation, as well as shares repurchased in the open market under pre-approved share repurchase programs.

Proceeds from the exercise of stock options, including tax benefits. We received $16.4 million from employee exercises of stock options, net of employee taxes withheld from share-based awards, during the first three months of 2020, a decrease of $18.2 million compared to $34.6 million in the same period of 2019.

~~Proceeds from the exercise of stock options.~~ We received $53.5 million from employee exercises of stock options, net of payments of employee taxes withheld from share-based awards, during the first nine months of 2017, a decrease of $34.6 million compared to $88.1 million in the same period of 2016.

The Hershey Company | Q1 2020 Form 10-Q | Page 37

~~Other.~~ ~~In February 2016, we used $35.8 million to purchase the remaining 20% of the outstanding shares of SGM.~~

Recent Accounting Pronouncements

Information on recently adopted and ~~recently~~ issued accounting standards is included in Note 1 to the Unaudited Consolidated Financial Statements.

Safe Harbor Statement

We are subject to changing economic, competitive, regulatory and technological risks and uncertainties that could have a material impact on our business, financial condition or results of operations. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we note the following factors that, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions that we have discussed directly or implied in this report. Many of the forward-looking statements contained in this report may be identified by the use of words such as “intend,” “believe,” “expect,” “anticipate,” “should,” “planned,” “projected,” “estimated,” and “potential,” among others.

The factors that could cause our actual results to differ materially from the results projected in our forward-looking statements include, but are not limited to the following:

~~Issues~~Our Company’s reputation or brand image might be impacted as a result of issues or concerns ~~related~~relating to the quality and safety of our products, ingredients or packaging, human and workplace rights, and other environmental, social or governance matters, which in turn could ~~cause a product recall and/or result in harm to the Company's reputation,~~ negatively ~~impacting~~impact our operating results;

Increases in raw material and energy costs along with the availability of adequate supplies of raw materials could affect future financial results;

Price increases may not be sufficient to offset cost increases and maintain profitability or may result in sales volume declines associated with pricing elasticity;

Market demand for new and existing products could decline;

Increased marketplace competition could hurt our business;

Disruption to our manufacturing operations or supply chain could impair our ability to produce or deliver finished products, resulting in a negative impact on our operating results;

Our financial results may be adversely impacted by the failure to successfully execute or integrate acquisitions, divestitures and joint ventures;

Changes in governmental laws and regulations could increase our costs and liabilities or impact demand for our products;

Political, economic and/or financial market conditions could negatively impact our financial results;

Our international operations may not achieve projected growth objectives, which could adversely impact our overall business and results of operations;

Disruptions, failures or security breaches of our information technology infrastructure could have a negative impact on our operations;

We might not be able to hire, engage and retain the talented global workforce we need to drive our growth strategies;

We may not fully realize the expected costs savings and/or operating efficiencies associated with our strategic initiatives or restructuring programs, which may have an adverse impact on our business;

Complications with the design or implementation of our new enterprise resource planning system could adversely impact our business and operations;

The Hershey Company | Q1 2020 Form 10-Q | Page 38

Our business and financial results may be negatively impacted by the failure to successfully manage a disruption in consumer and trade patterns, as well as operational challenges associated with the actual or perceived effects of a disease outbreak, including epidemics, pandemics or similar widespread public health concerns, such as, the current COVID-19 global pandemic; and

Such other matters as discussed in our ~~2016~~2019 Annual Report on Form ~~10-K.~~10-K and this Quarterly Report on Form 10-Q, including Part II, Item 1A, “Risk Factors.”

We undertake no obligation to publicly update or revise any forward-looking statements to reflect actual results, changes in expectations or events or circumstances after the date this Quarterly Report on Form 10-Q is filed.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET ~~RISK.~~RISK

The total notional amount of interest rate swaps outstanding ~~was $350 million~~ at ~~October 1, 2017~~March 29, 2020 and December 31, ~~2016.~~2019 was $350 million. The notional amount relates to fixed-to-floating interest rate swaps which convert a comparable amount of fixed-rate debt to variable rate debt at ~~October 1, 2017~~March 29, 2020 and December 31, ~~2016.~~2019. A hypothetical 100 basis point increase in interest rates applied to this now ~~variable rate~~variable-rate debt as of ~~October 1, 2017~~March 29, 2020 would have increased interest expense by approximately ~~$2.7~~$0.9 million for the first ~~nine~~three months of ~~2017~~2020 and ~~$3.6~~$3.5 million for the full year ~~2016.~~2019.

In addition, the total amount of short-term debt, net of cash, amounted to net cash positions of $257 million and $461 million, respectively, at March 29, 2020 and December 31, 2019. A hypothetical 100 basis point increase in interest rates applied to this variable-rate short-term debt as of March 29, 2020 would have increased interest expense by approximately $0.6 million for the first three months of 2020 and $4.3 million for the full year 2019.

We consider our current risk related to market fluctuations in interest rates on our remaining debt portfolio, excluding fixed-rate debt converted to variable rates with fixed-to-floating instruments, to be minimal since this debt is largely long-term and fixed-rate in nature. Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A 100 basis point increase in market interest rates would decrease the fair value of our fixed-rate long-term debt at ~~October 1, 2017~~March 29, 2020 and December 31, ~~2016~~2019 by approximately ~~$137~~$229 million and ~~$142~~$246 million, respectively. However, since we currently have no plans to repurchase our outstanding fixed-rate instruments before their maturities, the impact of market interest rate fluctuations on our long-term debt does not affect our results of operations or financial position.

The potential decline in fair value of foreign currency forward exchange contracts resulting from a hypothetical near-term adverse change in market rates of 10% was ~~$17.6~~$19.2 million as of ~~October 1, 2017~~March 29, 2020 and ~~$9.6~~$55.4 million as of December 31, ~~2016.~~ 2019, generally offset by a reduction in foreign exchange associated with our transactional activities.

Our open commodity derivative contracts had a notional value ~~assuming period-end market prices,~~ of ~~$408.9~~$844.4 million as of ~~October 1, 2017~~March 29, 2020 and ~~$739.4~~$589.7 million as of December 31, ~~2016.~~2019. At the end of the ~~third~~first quarter ~~of 2017,~~2020, the potential change in fair value of commodity derivative instruments, assuming a 10% decrease in the underlying commodity price, would have increased our net unrealized losses by ~~$40.9~~$76.3 million, generally offset by a reduction in the cost of the underlying commodity purchases.

Other than as described above, market risks have not changed significantly from those described in our ~~2016~~2019 Annual Report on Form 10-K.

The Hershey Company | Q1 2020 Form 10-Q | Page 39

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of ~~October 1, 2017.~~March 29, 2020. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~October 1, 2017.~~March 29, 2020.

We rely extensively on information systems and technology to manage our business and summarize operating results. We are in the process of a multi-year implementation of a new global enterprise resource planning (“ERP”) system, which will replace our existing operating and financial systems. The ERP system is designed to accurately maintain the Company’s financial records, enhance operational functionality and provide timely information to the Company’s management team related to the operation of the business. The implementation is expected to occur in phases over the next several years. We have completed the implementation of certain processes, including our consolidated financial reporting platform in the second quarter of 2018, as well as our trade promotions and direct marketing systems in the first quarter of 2019. These transitions did not result in significant changes in our internal control over financial reporting. However, as the next phases of the updated processes are rolled out in connection with the ERP implementation, we will give appropriate consideration to whether these process changes necessitate changes in the design of and testing for effectiveness of internal controls over financial reporting.

There have been no changes in our internal control over financial reporting during the quarter ended ~~October 1, 2017~~March 29, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Hershey Company | Q1 2020 Form 10-Q | Page 40

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

Information on legal proceedings is included in Note 1416to the Unaudited Consolidated Financial Statements.

Item 1A. Risk Factors.

~~When evaluating an investment~~The following additional risk factor relating to COVID-19 should be read in ~~our Common Stock, investors should consider carefully, among other things,~~conjunction with the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our ~~2016~~2019 Annual Report on Form 10-K ~~the risk factor previously disclosed in Part II, Item 1A, "Risk Factors," of our Quarterly Report on~~(the "2019 Form ~~10-Q for the quarter ended July 2, 2017,~~10-K") and the information contained in this Quarterly Report on Form 10-Q and our other reports and registration statements filed with the SEC. ~~There~~The developments described in this additional risk factor have heightened, or in some cases manifested, certain of the risks disclosed in the risk factor section of our 2019 Form 10-K, and such risk factors are further qualified by the information relating to COVID-19 that is described in this Quarterly Report on Form 10-Q, including in the additional risk factor below. Except as described herein, there have been no material changes with respect to the risk factors disclosed in our ~~risk factors since~~2019 Form 10-K.

Supplemental Risk Factor

Our business and financial results may be negatively impacted by the ~~filing~~failure to successfully manage a disruption in consumer and trade patterns, as well as operational challenges associated with the actual or perceived effects of a disease outbreak, including epidemics, pandemics or similar widespread public health concerns, such as, the current novel coronavirus ("COVID-19") global pandemic.

Our operations are impacted by consumer spending levels, impulse purchases, the availability of our ~~Quarterly Report~~products at retail and our ability to manufacture, store and distribute products to our customers and consumers in an effective and efficient manner. The fear of exposure to or actual effects of a disease outbreak, epidemic, pandemic or similar widespread public health concern, such as the COVID-19, could negatively impact our overall business and financial results. Specific factors that may impact our operations, some of which have had an unfavorable impact on our operations as a result of COVID-19, include, but are not limited to:

Significant reductions or volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, or financial hardship, shifts in demand away from one or more of our products, or pantry-loading activity; if prolonged, such impacts may further increase the difficulty of planning for operations and may negatively impact our results;

Significant reductions in the availability of one or more of our products as a result of retailers, common carriers or other shippers modifying restocking, fulfillment and shipping practices;

The inability to meet our customers’ needs and achieve cost targets due to disruptions in our manufacturing operations or supply arrangements caused by the loss or disruption of essential manufacturing and supply elements such as raw materials or finished product components, transportation resources, workforce availability, or other manufacturing and distribution capability;

The inability to effectively manage evolving health and welfare strategies, including but not limited to ongoing or not yet fully known costs related to operational adjustments to ensure continued employee and consumer safety and adherence to health guidelines as they are modified and supplemented;

An inability to effectively modify our trade promotion and advertising activities to reflect changing consumer viewing and shopping habits due to the cancellation or postponement of major sporting and entertainment events, reduced in-store visits, travel restrictions and a shift in customer advertising priorities, among other things;

The Hershey Company | Q1 2020 Form 10-Q | Page 41

The failure of third parties on which we rely, including those third parties who supply our ingredients, packaging, capital equipment and other necessary operating materials, contract manufacturers, distributors, contractors, commercial banks and external business partners, to meet their obligations to the Company, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties and may negatively impact our operations; or

Significant changes in the political conditions in markets in which we manufacture, sell or distribute our products, including quarantines, governmental or regulatory actions, closures or other restrictions that limit or close our operating and manufacturing facilities, restrict our employees’ ability to travel or perform necessary business functions, or otherwise prevent our third-party partners, suppliers, or customers from sufficiently staffing operations, including operations necessary for the ~~quarter ended July 2, 2017.~~production, distribution, sale, and support of our products, which could negatively impact our results.

With respect to COVID-19, the situation remains dynamic and subject to rapid and possibly material change. The Company's efforts to manage and mitigate these factors may be unsuccessful, and the effectiveness of these efforts depends on factors beyond our control, including the duration and severity of any disease outbreak, as well as third-party actions taken to contain its spread and mitigate public health effects.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

The following table shows the purchases of shares of Common Stock made by or on behalf of Hershey, or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of Hershey, for each fiscal month in the three months ended ~~October 1, 2017:~~March 29, 2020:

Period Total Number
of Shares
Purchased (1) Average Price
Paid
per Share Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2) Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans or
Programs (2)
(in thousands of dollars)
July 3 through July 30 —
$ —
—
$ 100,000
July 31 through August 27 392,000
$ 105.37
—
$ 100,000
August 28 through October 1 1,500,000
$ 106.01
—
$ 100,000
Total 1,892,000
$ 105.88
—



Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
					(in thousands of dollars)
January 1 through January 26	—	$	—	—	$	410,000
January 27 through February 23	455,000	$	158.96	455,000	$	337,671
February 23 through March 29	526,138	$	155.08	496,138	$	260,000
Total	981,138	$	156.88	951,138

(1) During the three months ended ~~October 1, 2017, 392,000~~March 29, 2020, 30,000 shares of Common Stock were purchased in open market transactions in connection with our practice of buying back shares sufficient to offset those issued under incentive compensation plans. ~~Additionally, our 2017 share repurchases included 1,500,000 shares repurchased under a privately negotiated repurchase transaction with the Milton Hershey School Trust.~~

(2) In ~~January 2016,~~July 2018, our Board of Directors approved a $500 million share repurchase authorization. As of ~~October 1, 2017,~~March 29, 2020, approximately ~~$100~~$260 million remained available for repurchases of our Common Stock under this program. ~~In October 2017, our Board of Directors approved an additional $100 million~~The share repurchase ~~authorization (excluded from the table above), to commence after the existing 2016 authorization is completed. Neither the 2016 or 2017 share repurchase authorizations has~~program does not have an expiration date.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

The Hershey Company | Q1 2020 Form 10-Q | Page 42

Item 6. Exhibits.

The following exhibits are filed as part of this Quarterly Report on Form 10-Q:



Exhibit Number		Description
~~10.1~~31.1		Stock Purchase Agreement, dated August 24, 2017, between Milton Hershey School Trust, by its trustee, Hershey Trust Company, and The Hershey Company is incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 28, 2017.
~~12.1~~		~~Computation of Ratio of Earnings to Fixed Charges.~~*
~~31.1~~		Certification of Michele G. Buck, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of ~~Patricia A. Little,~~Steven E. Voskuil, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Michele G. Buck, Chief Executive Officer, and ~~Patricia A. Little,~~Steven E. Voskuil, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
104		The cover page from the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2020, formatted in Inline XBRL and contained in Exhibit 101.

*		Filed herewith
**		Furnished herewith

The Hershey Company | Q1 2020 Form 10-Q | Page 43

~~SIGNATURES~~

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		THE HERSHEY COMPANY
		(Registrant)

Date:	~~October 27, 2017~~April 23, 2020	/s/ ~~Patricia A. Little~~Steven E. Voskuil
		~~Patricia A. Little~~Steven E. Voskuil
		~~Senior Vice President,~~ Chief Financial Officer
		~~(Principal Financial Officer)~~

~~Date:~~	~~October 27, 2017~~	~~/s/ Javier H. Idrovo~~
		~~Javier H. Idrovo~~
		and Chief Accounting Officer
		(Principal Financial and Accounting Officer)

The Hershey Company | Q1 2020 Form 10-Q | Page 44


				Initial Allocation (1)			Adjustments			Final Allocation
Goodwill	$	128,110		$	179,240		$	825		$	180,065
Trademarks	91,200
Other intangible assets	60,900			206,800			—			206,800
Other assets, primarily current assets, net of cash acquired totaling $674	12,375
Current liabilities	(7,211		)
Other assets acquired, primarily current assets				25,926			(491		)	25,435
Other liabilities assumed, primarily current liabilities				(9,806		)	(334		)	(10,140		)
Net assets acquired	$	285,374		$	402,160		$	—		$	402,160


(1)	As reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.



December 31,	October 1, 2017			December 31, 2016
1.60% Notes due 2018	300,000			300,000
4.125% Notes due 2020	350,000			350,000
8.8% Debentures due 2021	84,715			84,715
2.625% Notes due 2023	250,000			250,000
3.20% Notes due 2025	300,000			300,000
2.30% Notes due 2026	500,000			500,000
7.2% Debentures due 2027	193,639			193,639
3.375% Notes due 2046	300,000			300,000
Lease obligations	86,201			83,619
Net impact of interest rate swaps, debt issuance costs and unamortized debt discounts	(10,327		)	(14,275		)
Total long-term debt	2,354,228			2,347,698
Less—current portion	300,096			243
Long-term portion	$	2,054,132		$	2,347,455


(1)	Derivatives assets are classified on our ~~balance sheet~~Consolidated Balance Sheets within prepaid expenses and other as well as other assets. Derivative liabilities are classified on our ~~balance sheet~~Consolidated Balance Sheets within accrued liabilities and other long-term liabilities.


	Non-designated Hedges						Cash Flow Hedges
							Cash Flow Hedges												Non-designated Hedges							Cash Flow Hedges
	Non-designated Hedges	Gains (losses) recognized in income (a)						Losses recognized in other comprehensive income (“OCI”) (effective portion)						Gains (losses) reclassified from accumulated OCI into income (effective portion) (b)							Gains (losses) recognized in income (a)							Gains (losses) recognized in other comprehensive income (“OCI”)					Gains (losses) reclassified from accumulated OCI into income (b)

	2017			2016			2017			2016			2017			2016				2020			2019				2020		2019			2020			2019
Commodities futures and options	$	(2,445	)	$	(37,246	)	$	—		$	—		$	(488	)	$	7,780			$	(77,092	)	$	(26,641	)		$	—	$	—		$	—		$	—
Foreign exchange contracts	11			(27		)	(1,339		)	1,628			869			(2,659		)		(3,322		)	215				5,381		(789		)	253			931
Interest rate swap agreements	—			—			—			(274		)	(2,343		)	(2,833		)		—			—				—		—			(2,344		)	(2,369		)
Deferred compensation derivatives	349			665			—			—			—			—				(5,759		)	3,043				—		—			—			—
Total	$	(2,085	)	$	(36,608	)	$	(1,339	)	$	1,354		$	(1,962	)	$	2,288			$	(86,173	)	$	(23,383	)		$	5,381	$	(789	)	$	(2,091	)	$	(1,438	)


(a)	Gains (losses) recognized in income for non-designated commodities futures and options contracts were included in cost of sales. Gains (losses) recognized in income for non-designated foreign currency forward exchange contracts and deferred compensation derivatives were included in selling, marketing and administrative expenses.


~~(a)~~	Gains (losses) recognized in income for non-designated commodities futures and options contracts were included in cost of sales. Gains (losses) recognized in income for non-designated foreign currency forward exchange contracts and deferred compensation derivatives were included in selling, marketing and administrative expenses.



	Total
Liability balance at December 31, 2016	$	3,725
2017 business realignment charges (1)	61,253
Cash payments	(23,742		)
Other, net	(69		)
Liability balance at October 1, 2017 (reported within accrued and other long-term liabilities)	$	41,167



Performance Stock Units and Restricted Stock Units	Number of units		Weighted-average grant date fair value for equity awards (per unit)
Outstanding as of December 31, 2016	828,228		$102.66
Granted	441,634		$111.00
Performance assumption change	23,780		$101.40
Vested	(242,011	)	$111.19
Forfeited	(125,782	)	$107.73
Outstanding as of October 1, 2017	925,849		$102.36



	Nine Months Ended October 1, 2017
	Shares		Dollars
			In thousands
Shares repurchased in the open market under pre-approved share repurchase programs	—		$	—
Milton Hershey School Trust repurchase	1,500,000		159,015
Shares repurchased to replace Treasury Stock issued for stock options and incentive compensation	1,278,675		141,297
Total share repurchases	2,778,675		300,312
Shares issued for stock options and incentive compensation	(1,187,883	)	$	(49,426	)
Net change	1,590,792		$	250,886



Reconciliation of Certain Non-GAAP Financial Measures
Consolidated results	Three Months Ended					Nine Months Ended
In thousands except per share data	October 1, 2017			October 2, 2016		October 1, 2017			October 2, 2016
Reported gross profit	$	940,222		$	850,848	$	2,609,992		$	2,415,622
Derivative mark-to-market (gains) losses	(21,954		)	35,791		(27,486		)	30,851
Business realignment activities	213			24,470		6,475			57,948
NSRPE	2,779			2,620		8,344			9,132
Non-GAAP gross profit	$	921,260		$	913,729	$	2,597,325		$	2,513,553

Reported operating profit	$	439,020		$	374,024	$	946,292		$	976,295
Derivative mark-to-market (gains) losses	(21,954		)	35,791		(27,486		)	30,851
Business realignment activities	8,257			27,962		69,699			104,487
Acquisition integration costs	—			2,265		311			3,727
NSRPE	21,540			6,360		30,123			20,666
Long-lived asset impairment charges	—			—		208,712			—
Non-GAAP operating profit	$	446,863		$	446,402	$	1,227,651		$	1,136,026

Reported provision for income taxes	$	126,788		$	100,434	$	275,291		$	297,671
Derivative mark-to-market (gains) losses *	(3,078		)	13,566		(2,726		)	11,694
Business realignment activities*	1,112			5,576		18,312			16,409
Acquisition integration costs*	—			859		118			1,413
NSRPE*	8,171			2,432		11,440			7,900
Long-lived asset impairment charges**	(8,710		)	—		29,264			—
Non-GAAP provision for income taxes	$	124,283		$	122,867	$	331,699		$	335,087

Reported net income	$	273,303		$	227,403	$	601,848		$	603,191
Derivative mark-to-market (gains) losses	(18,876		)	22,225		(24,760		)	19,157
Business realignment activities	7,145			22,386		51,387			88,073
Acquisition integration costs	—			1,406		193			2,314
NSRPE	13,369			3,928		18,683			12,766
Long-lived asset impairment charges	8,710			—		179,448			—
Noncontrolling interest share of business realignment and impairment charges	(5		)	—		(27,967		)	—
Settlement of SGM liability	—			—		—			(26,650		)
Non-GAAP net income	$	283,646		$	277,348	$	798,832		$	698,851

Reported EPS - Diluted	$	1.28		$	1.06	$	2.81		$	2.80
Derivative mark-to-market (gains) losses	(0.08		)	0.10		(0.11		)	0.09
Business realignment activities	0.03			0.10		0.24			0.40
Acquisition integration costs	—			0.01		—			0.01
NSRPE	0.06			0.02		0.08			0.06
Long-lived asset impairment charges	0.04			—		0.84			—
Noncontrolling interest share of business realignment and impairment charges	—			—		(0.13		)	—
Settlement of SGM liability	—			—		—			(0.12		)
Non-GAAP EPS - Diluted	$	1.33		$	1.29	$	3.73		$	3.24



	Three Months Ended October 1, 2017
	Percentage Change as Reported		Impact of Foreign Currency Exchange		Percentage Change on Constant Currency Basis
North America segment
Canada	12.1	%	4.6	%	7.5	%
Total North America segment	1.6	%	0.3	%	1.3	%

International and Other segment
Mexico	15.5	%	5.9	%	9.6	%
Brazil	6.4	%	3.1	%	3.3	%
India	20.9	%	4.9	%	16.0	%
Greater China	(7.3	)%	(0.2	)%	(7.1	)%
Total International and Other segment	0.8	%	1.3	%	(0.5	)%

Total Company	1.5	%	0.4	%	1.1	%



	2017 (Projected)	2016
Reported EPS – Diluted	$3.54 - $3.68	$3.34
Derivative mark-to-market losses	—	0.66
Business realignment costs (including Margin for Growth Program costs)	0.16 - 0.21	0.42
Acquisition and integration costs	—	0.02
Non-service related pension expense	0.10	0.08
Settlement of SGM liability	—	(0.12)
Long-lived asset impairment charges	0.87	0.01
Adjusted EPS – Diluted	$4.72 - $4.81	$4.41



For the 12 week period ended	October 8, 2017		October 8, 2016
Hershey's Consumer Takeaway Increase (Decrease)	1.4	%	(0.4	)%
Hershey's Market Share Decrease	(0.3	)	(0.1	)


(2)	Net losses (gains) losses on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative losses (gains) ~~losses.~~. See Note 1113 to the Unaudited Consolidated Financial Statements.


◦	~~Increase~~$53.1 million increase in cash used by ~~inventories~~accounts receivable, primarily driven by an increase in sales of ~~$109.3~~U.S. seasonal products, resulting in a higher investment in accounts receivable at the end of of the first quarter of 2020 compared to the same period of 2019.


◦	$21.5 million increase in cash used by inventories, due to a higher year-over-year build up of ~~U.S.~~ inventories to satisfy upcoming demand levels and seasonal core product ~~requirements and maintain sufficient levels to accommodate customer requirements, coupled with a higher investment in inventory in Brazil and Mexico, driven by volume growth in those markets.~~requirements.



	Quarter Ended
In millions of dollars except per share amounts	March 29, 2020
Dividends paid per share – Common stock	$	0.773
Dividends paid per share – Class B common stock	$	0.702
Total cash dividends paid	$	157.8
Declaration date	January 28, 2020
Record date	February 21, 2020
Payment date	March 16, 2020