UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended April 4, 2021

OR

☐			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

(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, PA 17033

(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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, one dollar par value

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 every Interactive Data File required to be submitted 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 such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

☐

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—146,382,676 shares, as of April 23, 2021.

Class B Common Stock, one dollar par value—60,613,777 shares, as of April 23, 2021.

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THE HERSHEY COMPANY

Quarterly Report on Form 10-Q

For the Period Ended April 4, 2021

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION						2
Item 1. Financial Statements						2
Consolidated Statements of Income for the Three Months Ended April 4, 2021 and March 29, 2020						2
Consolidated Statements of Comprehensive Income for the Three Months Ended April 4, 2021 and March 29, 2020						3
Consolidated Balance Sheets as of April 4, 2021 and December 31, 2020						4
Consolidated Statements of Cash Flows for the Three Months Ended April 4, 2021 and March 29, 2020						5
Consolidated Statement of Stockholders' Equity for the Three Months Ended April 4, 2021 and March 29, 2020						6
Notes to Unaudited Consolidated Financial Statements						7
Note 1 - Summary of Significant Accounting Policies						7
Note 2 - Business Divestiture						8
Note 3 - Goodwill and Intangible Assets						8
Note 4 - Short and Long-Term Debt						9
Note 5 - Derivative Instruments						10
Note 6 - Fair Value Measurements						12
Note 7 - Leases						14
Note 8 - Investments in Unconsolidated Affiliates						16
Note 9 - Business Realignment Activities						16
Note 10 - Income Taxes						18
Note 11 - Pension and Other Post-Retirement Benefit Plans						18
Note 12 - Stock Compensation Plans						19
Note 13 - Segment Information						22
Note 14 - Treasury Stock Activity						24
Note 15 - Noncontrolling Interest						25
Note 16 - Contingencies						25
Note 17 - Earnings Per Share						26
Note 18 - Other (Income) Expense, Net						27
Note 19 - Supplemental Balance Sheet Information						28
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						29
Item 3. Quantitative and Qualitative Disclosures About Market Risk						40
Item 4. Controls and Procedures						41
PART II. OTHER INFORMATION						42
Item 1. Legal Proceedings						42
Item 1A. Risk Factors						42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						42
Item 3. Defaults Upon Senior Securities						42
Item 4. Mine Safety Disclosures						42
Item 5. Other Information						42
Item 6. Exhibits						43
Signatures						44

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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
																		April 4, 2021						March 29, 2020
Net sales																		$	2,295,948					$	2,037,317
Cost of sales																		1,246,997						1,170,695
Gross profit																		1,048,951						866,622
Selling, marketing and administrative expense																		494,665						475,384
Long-lived asset impairment charges																		—						7,543
Business realignment costs																		1,242						895
Operating profit																		553,044						382,800
Interest expense, net																		36,436						36,255
Other (income) expense, net																		2,414						11,533
Income before income taxes																		514,194						335,012
Provision for income taxes																		117,323						66,229
Net income including noncontrolling interest																		396,871						268,783
Less: Net gain (loss) attributable to noncontrolling interest																		1,072						(2,354)
Net income attributable to The Hershey Company																		$	395,799					$	271,137
Net income per share—basic:
Common stock																		$	1.96					$	1.33
Class B common stock																		$	1.78					$	1.21
Net income per share—diluted:
Common stock																		$	1.90					$	1.29
Class B common stock																		$	1.77					$	1.21
Dividends paid per share:
Common stock																		$	0.804					$	0.773
Class B common stock																		$	0.731					$	0.702

See Notes to Unaudited Consolidated Financial Statements.

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THE HERSHEY COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

												For the Three Months Ended
																		April 4, 2021																		March 29, 2020
																																										Pre-Tax Amount						Tax (Expense) Benefit						After-Tax Amount						Pre-Tax Amount						Tax (Expense) Benefit						After-Tax Amount
Net income including noncontrolling interest																																																						$	396,871																	$	268,783
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Foreign currency translation gains (losses) during period																																										$	1,198					$	—					1,198						$	(51,343)					$	—					(51,343)
Reclassification to earnings due to the sale of businesses																																										5,210						—						5,210						—						—						—
Pension and post-retirement benefit plans:
Net actuarial gain and service cost																																										2,224						(529)						1,695						—						—						—
Reclassification to earnings																																										6,853						(1,867)						4,986						4,755						(548)						4,207
Cash flow hedges:
(Losses) gains on cash flow hedging derivatives																																										(1,635)						287						(1,348)						5,381						(1,105)						4,276
Reclassification to earnings																																										3,137						(540)						2,597						2,091						(1,114)						977
Total other comprehensive income (loss), net of tax																																										$	16,987					$	(2,649)					14,338						$	(39,116)					$	(2,767)					(41,883)
Total comprehensive income including noncontrolling interest																																																						$	411,209																	$	226,900
Comprehensive income (loss) attributable to noncontrolling interest																																																						6,334																		(2,462)
Comprehensive income attributable to The Hershey Company																																																						$	404,875																	$	229,362

See Notes to Unaudited Consolidated Financial Statements.

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THE HERSHEY COMPANY

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

						April 4, 2021						December 31, 2020
						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents						$	1,132,242					$	1,143,987
Accounts receivable—trade, net						634,830						615,233
Inventories						909,802						964,207
Prepaid expenses and other						183,150						254,478
Total current assets						2,860,024						2,977,905
Property, plant and equipment, net						2,298,817						2,285,255
Goodwill						1,989,462						1,988,215
Other intangibles						1,284,111						1,295,214
Other non-current assets						577,692						555,887
Deferred income taxes						28,022						29,369
Total assets						$	9,038,128					$	9,131,845
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable						$	553,642					$	580,058
Accrued liabilities						717,171						781,766
Accrued income taxes						85,385						17,051
Short-term debt						64,458						74,041
Current portion of long-term debt						353,976						438,829
Total current liabilities						1,774,632						1,891,745
Long-term debt						4,094,158						4,089,755
Other long-term liabilities						673,756						683,434
Deferred income taxes						230,736						229,028
Total liabilities						6,773,282						6,893,962
Stockholders’ equity:
The Hershey Company stockholders’ equity
Preferred stock, shares issued: none in 2021 and 2020						—						—
Common stock, shares issued: 160,939,248 at April 4, 2021 and December 31, 2020						160,939						160,939
Class B common stock, shares issued: 60,613,777 at April 4, 2021 and December 31, 2020						60,614						60,614
Additional paid-in capital						1,195,748						1,191,200
Retained earnings						2,162,464						1,928,673
Treasury—common stock shares, at cost: 14,583,846 at April 4, 2021 and 13,325,898 at December 31, 2020						(994,765)						(768,992)
Accumulated other comprehensive loss						(329,006)						(338,082)
Total—The Hershey Company stockholders’ equity						2,255,994						2,234,352
Noncontrolling interest in subsidiary						8,852						3,531
Total stockholders’ equity						2,264,846						2,237,883
Total liabilities and stockholders’ equity						$	9,038,128					$	9,131,845

See Notes to Unaudited Consolidated Financial Statements.

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THE HERSHEY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

			Three Months Ended
			April 4, 2021						March 29, 2020
Operating Activities
Net income including noncontrolling interest			$	396,871					$	268,783
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			77,897						70,624
Stock-based compensation expense			15,656						12,575
Deferred income taxes			(713)						(7,003)
Impairment of long-lived assets			—						7,543
Write-down of equity investments			2,891						11,103
Other			22,027						15,404
Changes in assets and liabilities, net of business acquisitions and divestitures:
Accounts receivable—trade, net			(22,099)						(153,086)
Inventories			53,323						(27,907)
Prepaid expenses and other current assets			28,272						(3,913)
Accounts payable and accrued liabilities			(56,900)						636
Accrued income taxes			104,677						71,263
Contributions to pension and other benefit plans			(5,013)						(4,109)
Other assets and liabilities			(7,249)						(15,820)
Net cash provided by operating activities			609,640						246,093
Investing Activities
Capital additions (including software)			(114,471)						(99,217)
Equity investments in tax credit qualifying partnerships			(25,064)						(11,473)
Other investing activities			2,530						21
Net cash used in investing activities			(137,005)						(110,669)
Financing Activities
Net (decrease) increase in short-term debt			(6,079)						807,290
Repayment of long-term debt and finance leases			(85,863)						(1,086)
Cash dividends paid			(162,739)						(157,803)
Repurchase of common stock			(240,359)						(169,176)
Exercise of stock options			3,178						16,400
Net cash (used in) provided by financing activities			(491,862)						495,625
Effect of exchange rate changes on cash and cash equivalents			(3,952)						(18,671)
(Decrease) increase in cash and cash equivalents, including cash classified as held for sale			(23,179)						612,378
Less: Decrease (increase) in cash and cash equivalents classified as held for sale			11,434						(10,844)
Net (decrease) increase in cash and cash equivalents			(11,745)						601,534
Cash and cash equivalents, beginning of period			1,143,987						493,262
Cash and cash equivalents, end of period			$	1,132,242					$	1,094,796
Supplemental Disclosure
Interest paid			$	27,685					$	27,820
Income taxes paid			14,350						14,107

See Notes to Unaudited Consolidated Financial Statements.

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THE HERSHEY COMPANY

CONSOLIDATED 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 Interests in Subsidiaries						Total Stockholders’ Equity
Balance, December 31, 2020						—						$	160,939					$	60,614					$	1,191,200					$	1,928,673					$	(768,992)					$	(338,082)					$	3,531					$	2,237,883
Net income																														395,799																		1,072						396,871
Other comprehensive income																																										9,076						5,262						14,338
Dividends (including dividend equivalents):
Common Stock, $0.804 per share																														(117,699)																								(117,699)
Class B Common Stock, $0.731 per share																														(44,309)																								(44,309)
Stock-based compensation																								15,955																														15,955
Exercise of stock options and incentive-based transactions																								(11,407)												14,586																		3,179
Repurchase of common stock																																				(240,359)																		(240,359)
Divestiture of noncontrolling interest																																																(1,013)						(1,013)
Balance, April 4, 2021						$	—					$	160,939					$	60,614					$	1,195,748					$	2,162,464					$	(994,765)					$	(329,006)					$	8,852					$	2,264,846

						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, 2019						—						$	160,939					$	60,614					$	1,142,210					$	1,290,461					$	(591,036)					$	(323,966)					$	5,772					$	1,744,994
Net income (loss)																														271,137																		(2,354)						268,783
Other comprehensive loss																																										(41,775)						(108)						(41,883)
Dividends (including dividend equivalents):
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																								12,568																														12,568
Exercise of stock options and incentive-based transactions																								(1,648)												18,048																		16,400
Repurchase of common stock																																				(169,176)																		(169,176)
Balance, March 29, 2020						$	—					$	160,939					$	60,614					$	1,153,130					$	1,404,453					$	(742,164)					$	(365,741)					$	3,310					$	1,674,541

See Notes to Unaudited Consolidated Financial Statements.

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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 minority shareholders do not have substantive participating rights, we have significant control through contractual or economic interests in which we are the primary 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 April 4, 2021 may not be indicative of the results that may be expected for the year ending December 31, 2021 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, 2020 (our “2020 Annual Report on Form 10-K”), which provides a more complete understanding of our accounting policies, financial position, operating results and other matters.

COVID-19

On March 11, 2020, the World Health Organization designated coronavirus disease 2019 ("COVID-19") as a global pandemic. We continue to actively monitor COVID-19 and its potential impact on our operations and financial results. Employee health and safety remains our first priority while we continue our efforts to support community food supplies. Since the onset of COVID-19, there has been minimal disruption to our supply chain network, and all our manufacturing plants are currently open. We are also working closely with our business units, contract manufacturers, distributors, contractors and other external business partners to minimize the potential impact on our business.

The ultimate impact that COVID-19 will have on our consolidated financial statements remains uncertain and ultimately will be dictated by the length and severity of the pandemic, as well as the economic recovery and actions taken in response by local, state and national governments around the world, including the distribution of vaccinations. We will continue to evaluate the nature and extent of these potential impacts to our business and consolidated financial statements.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 adopted the

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

provisions of this ASU in the fourth quarter of 2020. Adoption of the new standard did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU is intended to provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. Entities may apply this ASU upon issuance through December 31, 2022 on a prospective 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 DIVESTITURE

2021 Activity

In January 2021, we completed the divestiture of Lotte Shanghai Foods Co., Ltd. ("LSFC"), which was previously included within the International and Other segment results in our consolidated financial statements. Total proceeds from the divestiture and the impact on our consolidated financial statements were immaterial and were recorded in the selling, marketing and administrative ("SM&A") expense caption within the Consolidated Statements of Income.

3. GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying value of goodwill by reportable segment for the three months ended April 4, 2021 are as follows:

						North America						International and Other						Total
Balance at December 31, 2020						$	1,970,445					$	17,770					$	1,988,215
Foreign currency translation						1,529						(282)						1,247
Balance at April 4, 2021						$	1,971,974					$	17,488					$	1,989,462

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

						April 4, 2021												December 31, 2020
						Gross Carrying Amount						Accumulated Amortization						Gross Carrying Amount						Accumulated Amortization
Intangible assets subject to amortization:
Trademarks						$	1,211,784					$	(113,679)					$	1,211,086					$	(104,939)
Customer-related						204,560						(52,982)						204,101						(49,616)
Patents						8,671						(8,671)						8,556						(8,542)
Total						1,425,015						(175,332)						1,423,743						(163,097)
Intangible assets not subject to amortization:
Trademarks						34,428												34,568
Total other intangible assets						$	1,284,111											$	1,295,214

Total amortization expense for the three months ended April 4, 2021 and March 29, 2020 was $11,621 and $11,640, respectively.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

4. SHORT AND LONG-TERM DEBT

Short-term Debt

As a source of short-term financing, we utilize cash on hand and commercial paper or bank loans with an original maturity of three months or less. We maintain a $1.5 billion unsecured revolving credit facility with the option to increase borrowings by an additional $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 April 4, 2021, 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 2020 Annual 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 $64,458 at April 4, 2021 and $74,041 at December 31, 2020. Commitment fees relating to our revolving credit facility and lines of credit are not material.

At April 4, 2021 and December 31, 2020, we had no outstanding commercial paper.

Long-term Debt

Long-term debt consisted of the following:

Debt Type and Rate						Maturity Date						April 4, 2021						December 31, 2020
8.800% Debentures (1)						February 15, 2021						$	—					$	84,715
3.100% 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
0.900% Notes						June 1, 2025						300,000						300,000
3.200% Notes						August 21, 2025						300,000						300,000
2.300% Notes						August 15, 2026						500,000						500,000
7.200% Debentures						August 15, 2027						193,639						193,639
2.450% Notes						November 15, 2029						300,000						300,000
1.700% Notes						June 1, 2030						350,000						350,000
3.375% Notes						August 15, 2046						300,000						300,000
3.125% Notes						November 15, 2049						400,000						400,000
2.650% Notes						June 1, 2050						350,000						350,000
Finance lease obligations (see Note 7)												80,451						80,755
Net impact of interest rate swaps, debt issuance costs and unamortized debt discounts												(25,956)						(30,525)
Total long-term debt												4,448,134						4,528,584
Less—current portion												353,976						438,829
Long-term portion												$	4,094,158					$	4,089,755

(1)In February 2021, we repaid $84,715 of 8.800% Debentures due upon their maturity.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Interest Expense

Net interest expense consists of the following:

												Three Months Ended
																		April 4, 2021						March 29, 2020
Interest expense																		$	38,763					$	39,256
Capitalized interest																		(1,717)						(1,417)
Interest expense																		37,046						37,839
Interest income																		(610)						(1,584)
Interest expense, net																		$	36,436					$	36,255

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 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.

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 of $194,068 as of April 4, 2021 and $279,843 as of December 31, 2020.

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 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, Malaysian ringgit, Mexican peso and Swiss franc. 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 $146,323 at April 4, 2021 and $130,131 at December 31, 2020. 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 $6,117 at April 4, 2021 and $2,519 at December 31, 2020. 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.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Interest Rate Risk

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. In December 2020, our fixed-to-floating interest rate swap matured in connection with the repayment of certain long-term debt upon its maturity. Therefore, as of April 4, 2021 and December 31, 2020, we had no open interest rate swap derivative instruments in a fair value hedging relationship.

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.

Equity Price Risk

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 April 4, 2021 and December 31, 2020 was $21,299 and $30,194, respectively.

The following table presents the classification of derivative assets and liabilities within the Consolidated Balance Sheets as of April 4, 2021 and December 31, 2020:

						April 4, 2021												December 31, 2020
						Assets (1)						Liabilities (1)						Assets (1)						Liabilities (1)
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts						$	1,542					$	6,139					$	2,388					$	5,522
Derivatives not designated as hedging instruments:
Commodities futures and options (2)						1,881						844						3,299						1,648
Deferred compensation derivatives						1,554						—						3,630						—
Foreign exchange contracts						230						—						176						93
						3,665						844						7,105						1,741
Total						$	5,207					$	6,983					$	9,493					$	7,263

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

(2)As of April 4, 2021, amounts reflected on a net basis in liabilities were assets of $26,173 and liabilities of $24,651, which are associated with cash transfers receivable or payable on commodities futures contracts reflecting the change in quoted market prices on the last trading day for the period. The comparable amounts reflected on a net basis in assets at December 31, 2020 were assets of $32,674 and liabilities of $29,376. At April 4, 2021 and December 31, 2020, the remaining amount reflected in assets and liabilities related to the fair value of other non-exchange traded derivative instruments, respectively.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Income Statement Impact of Derivative Instruments

The effect of derivative instruments on the Consolidated Statements of Income for the three months ended April 4, 2021 and March 29, 2020 was as follows:

						Non-designated Hedges												Cash Flow Hedges
						Gains (losses) recognized in income (a)												Gains (losses) recognized in other comprehensive income ("OCI")												Gains (losses) reclassified from accumulated OCI ("AOCI") into income (b)
						2021						2020						2021						2020						2021						2020
Commodities futures and options						$	13,679					$	(77,092)					$	—					$	—					$	—					$	—
Foreign exchange contracts						138						(3,322)						(1,635)						5,381						(172)						253
Interest rate swap agreements						—						—						—						—						(2,965)						(2,344)
Deferred compensation derivatives						1,554						(5,759)						—						—						—						—
Total						$	15,371					$	(86,173)					$	(1,635)					$	5,381					$	(3,137)					$	(2,091)

(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.

(b)Gains (losses) reclassified from AOCI into income for foreign currency forward exchange contracts were included in selling, marketing and administrative expenses. Losses reclassified from AOCI into income for interest rate swap agreements were included in interest expense.

The amount of pretax net losses on derivative instruments, including interest rate swap agreements and foreign currency forward exchange contracts expected to be reclassified into earnings in the next 12 months was approximately $16,457 as of April 4, 2021. This amount is primarily associated with interest rate swap agreements.

Fair Value Hedging Relationships

For the three months ended April 4, 2021, we had no interest rate swap derivative instruments in a fair value hedging relationship. For the three months ended March 29, 2020, we recognized a net pretax benefit to interest expense of $151 relating to our fixed-to-floating interest swap arrangements.

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.

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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 April 4, 2021 and December 31, 2020:

						Assets (Liabilities)
						Level 1						Level 2						Level 3						Total
April 4, 2021:
Derivative Instruments:
Assets:
Foreign exchange contracts (1)						$	—					$	1,772					$	—					$	1,772
Deferred compensation derivatives (2)						—						1,554						—						1,554
Commodities futures and options (3)						1,881						—						—						1,881
Liabilities:
Foreign exchange contracts (1)						—						6,139						—						6,139
Commodities futures and options (3)						844						—						—						844
December 31, 2020:
Assets:
Foreign exchange contracts (1)						$	—					$	2,564					$	—					$	2,564
Deferred compensation derivatives (2)						—						3,630						—						3,630
Commodities futures and options (3)						3,299						—						—						3,299
Liabilities:
Foreign exchange contracts (1)						—						5,615						—						5,615
Commodities futures and options (3)						1,648						—						—						1,648

(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 deferred compensation derivatives is based on quoted prices for market interest rates and a broad market equity index.

(3)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 April 4, 2021 and December 31, 2020 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
						April 4, 2021						December 31, 2020						April 4, 2021						December 31, 2020
Current portion of long-term debt						$	354,979					$	443,215					$	353,976					$	438,829
Long-term debt						4,245,247						4,479,499						4,094,158						4,089,755
Total						$	4,600,226					$	4,922,714					$	4,448,134					$	4,528,584

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.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

During the three months ended April 4, 2021, we recorded no impairment charges. During the three months ended March 29, 2020, we recorded the following impairment charges, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value 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 the sale of the LSFC joint venture (disposal group previously classified as held for sale), 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. The sale of the LSFC joint venture was completed in January 2021.

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

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.

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 for the three months ended April 4, 2021 and March 29, 2020 were as follows:  

												Three Months Ended
Lease expense						Classification						April 4, 2021						March 29, 2020
Operating lease cost						Cost of sales or SM&A (1)						$	11,466					$	10,544
Finance lease cost:
Amortization of ROU assets						Depreciation and amortization (1)						2,062						2,030
Interest on lease liabilities						Interest expense, net						1,112						1,122
Net lease cost (2)												$	14,640					$	13,696

(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.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

						April 4, 2021						December 31, 2020
Weighted-average remaining lease term (years)
Operating leases						12.4						12.5
Finance leases						30.1						30.1
Weighted-average discount rate
Operating leases						3.7		%				3.8		%
Finance leases						5.9		%				5.9		%

Supplemental balance sheet information related to leases were as follows:

Leases						Classification						April 4, 2021						December 31, 2020
Assets
Operating lease ROU assets						Other non-current assets						$	219,789					$	224,268
Finance lease ROU assets, at cost						Property, plant and equipment, gross						101,247						101,426
Accumulated amortization						Accumulated depreciation						(14,852)						(13,361)
Finance lease ROU assets, net						Property, plant and equipment, net						86,395						88,065
Total leased assets												$	306,184					$	312,333
Liabilities
Current
Operating						Accrued liabilities						$	34,714					$	36,578
Finance						Current portion of long-term debt						4,709						4,868
Non-current
Operating						Other long-term liabilities						179,783						181,871
Finance						Long-term debt						75,742						75,887
Total lease liabilities												$	294,948					$	299,204

The maturity of our lease liabilities as of April 4, 2021 were as follows:

			Operating leases						Finance leases						Total
2021 (rest of year)			$	33,348					$	6,533					$	39,881
2022			30,542						7,358						37,900
2023			20,910						5,261						26,171
2024			15,469						4,691						20,160
2025			13,886						4,725						18,611
Thereafter			160,428						161,394						321,822
Total lease payments			274,583						189,962						464,545
Less: Imputed interest			60,086						109,511						169,597
Total lease liabilities			$	214,497					$	80,451					$	294,948

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

						Three Months Ended
						April 4, 2021						March 29, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases						$	10,932					$	11,356
Operating cash flows from finance leases						1,112						1,123
Financing cash flows from finance leases						1,148						1,086
ROU assets obtained in exchange for lease liabilities:
Operating leases						$	5,211					$	8,733
Finance leases						436						1,914

8. INVESTMENTS IN UNCONSOLIDATED AFFILIATES

We invest in partnerships which make equity investments in projects eligible to receive federal historic and renewable energy tax credits. The tax credits, when realized, are recognized as a reduction of tax expense under the flow-through method, at which time the corresponding equity investment is written-down to reflect the remaining value of the future benefits to be realized. The equity investment write-down is reflected within other (income) expense, net in the Consolidated Statements of Income (see Note 18).

Additionally, we acquire ownership interests in emerging snacking businesses and startup companies, which vary in method of accounting based on our percentage of ownership and ability to exercise significant influence over decisions relating to operating and financial affairs. These investments afford the Company the rights to distribute brands that the Company does not own to third-party customers primarily in North America. Net sales and expenses of our equity method investees are not consolidated into our financial statements; rather, our proportionate share of earnings or losses are recorded on a net basis within other (income) expense, net in the Consolidated Statements of Income.

Both equity and cost method investments are reported within other non-current assets in our Consolidated Balance Sheets. We regularly review our investments and adjust accordingly for capital contributions, dividends received and other-than-temporary impairments. Total investments in unconsolidated affiliates was $60,982 and $52,351 as of April 4, 2021 and December 31, 2020, respectively.

9. BUSINESS REALIGNMENT ACTIVITIES

We periodically undertake business realignment activities designed to increase our efficiency and focus our business 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
																		April 4, 2021						March 29, 2020
Cost of sales																		$	3,995					$	—
Selling, marketing and administrative expense																		1,690						—
Business realignment costs																		1,242						895
Costs associated with business realignment activities																		$	6,927					$	895

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Costs recorded by program during the three months ended April 4, 2021 and March 29, 2020 related to these activities were as follows:

												Three Months Ended
																		April 4, 2021						March 29, 2020
International Optimization Program:
Severance																		$	1,624					$	—
Other program costs																		5,303						—
Margin for Growth Program:
Severance																		—						757
Other program costs																		—						138
Total																		$	6,927					$	895

The following table presents the liability activity for costs qualifying as exit and disposal costs for the three months ended April 4, 2021:

			Total
Liability balance at December 31, 2020 (1)			$	12,748
2021 business realignment charges (2)			2,455
Cash payments			(9,116)
Liability balance at April 4, 2021 (1)			$	6,087

(1)The liability balances reflected above are reported within accrued liabilities and other long-term liabilities.

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

2020 International Optimization Program

In the fourth quarter of 2020, we commenced a program ("International Optimization Program") to streamline resources and investments in select international markets, including the optimization of our China operating model that will improve our operational efficiency and provide for a strong, sustainable and simplified base going forward.

The International Optimization Program is expected to be completed by mid-2022, with total pre-tax costs anticipated to be $50,000 to $75,000. Cash costs are expected to be $40,000 to $65,000, primarily related to workforce reductions of approximately 350 positions outside of the United States, costs to consolidate and relocate production, and third-party costs incurred to execute these activities. The costs and related benefits of the International Optimization Program relate to the International and Other segment. However, segment operating results do not include these business realignment expenses because we evaluate segment performance excluding such costs.

For the three months ended April 4, 2021, we recognized total costs associated with the International Optimization Program of $6,927. These charges predominantly included third-party charges in support of our initiative to transform our China operating model, as well as severance and employee benefit costs. Since inception, we have incurred pre-tax charges to execute the program totaling $36,270.

Margin for Growth Program

In the first quarter of 2017, the Company's Board of Directors ("Board") unanimously approved several initiatives under a single program 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. This project was completed in mid-2020.

For the three months ended March 29, 2020, we recognized total costs associated with the Margin for Growth Program of $895. These charges included employee severance, largely relating to initiatives to improve the cost structure of our corporate operating model as part of optimizing our global supply chain. In addition, we incurred other program costs, which related primarily to third-party charges in support of our initiative to improve global efficiency and effectiveness.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The costs and related benefits of the Margin for Growth Program relate approximately 63% to the North America segment and 37% to the International and Other segment. However, segment operating results do not include these business realignment expenses because we evaluate segment performance excluding such costs.

10. INCOME TAXES

The majority of our taxable income is generated in the United States and taxed at the United States statutory rate of 21%. The effective tax rates for the three months ended April 4, 2021 and March 29, 2020 were 22.8% and 19.8%, respectively. Relative to the statutory rate, the 2021 effective tax rate was impacted by state taxes, partially offset by investment tax credits and the benefit of employee share-based payments.

Hershey and its subsidiaries file tax returns in the United States, including various state and local returns, and in other foreign jurisdictions. We are routinely audited by taxing authorities in our filing jurisdictions, and a number of these audits are currently 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 $6,252 within the next 12 months because of the expiration of statutes of limitations and settlements of tax audits.

American Rescue Plan Act

On March 11, 2021, the American Rescue Plan Act ("ARPA") was signed into law. The ARPA strengthens and extends certain federal programs enacted through the CARES Act and other COVID-19 relief measures, and establishes new federal programs, including provisions on taxes, healthcare and unemployment benefits. The ARPA did not have a material impact on our consolidated financial statements for the three months ended April 4, 2021.

Coronavirus Aid, Relief, and Economic Security Act

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law. The CARES Act provides a 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 consolidated financial statements for the three months ended April 4, 2021 and March 29, 2020.

11. PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

Net Periodic Benefit Cost

The components of net periodic benefit cost for the three months ended April 4, 2021 and March 29, 2020 were as follows:  

						Pension Benefits												Other Benefits
						Three Months Ended												Three Months Ended
						April 4, 2021						March 29, 2020						April 4, 2021						March 29, 2020
Service cost						$	5,489					$	5,432					$	45					$	39
Interest cost						4,190						6,990						964						1,507
Expected return on plan assets						(12,419)						(13,168)						—						—
Amortization of prior service (credit) cost						(1,536)						(1,827)						—						75
Amortization of net loss (gain)						5,816						6,582						—						(10)
Settlement loss						2,508						—						—						—
Total net periodic benefit cost						$	4,048					$	4,009					$	1,009					$	1,611

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

We made contributions of $858 and $4,155 to the pension plans and other benefits plans, respectively, during the first three months of 2021. In the first three months of 2020, we made contributions of $757 and $3,352 to our pension plans and other benefit plans, respectively. The contributions in 2021 and 2020 also included benefit payments from our non-qualified pension plans and post-retirement benefit plans.

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).

During the first quarter of 2021, we recognized pension settlement charges in our hourly retirement plan due to lump sum withdrawals by employees retiring or leaving the Company. The non-cash settlement charges, which represent the acceleration of a portion of the respective plan’s accumulated unrecognized actuarial loss, were triggered when the cumulative lump sum distributions exceeded the plan's anticipated annual service and interest costs. In connection with the first quarter 2021 settlements, the related plan assets and liabilities were remeasured using a discount rate as of the remeasurement date that was 66 basis points higher than the rate as of December 31, 2020 and an expected rate of return on plan assets of 4.8%.

12. STOCK COMPENSATION PLANS

Share-based grants for compensation and incentive purposes are made pursuant to the Equity and Incentive Compensation Plan (“EICP”). The EICP provides for grants of one or more of the following stock-based compensation awards to employees, non-employee directors and certain service providers upon whom the successful conduct of our business is dependent:

•Non-qualified stock options ("stock options");

•Performance stock units ("PSUs") and performance stock;

•Stock appreciation rights;

•Restricted stock units ("RSUs") and restricted stock; and

•Other stock-based awards.

The EICP also provides for the deferral of stock-based compensation awards by participants if approved by the Compensation and Executive Organization Committee of our Board and if in accordance with an applicable deferred compensation plan of the Company. Currently, the Compensation and Executive Organization Committee has authorized the deferral of PSU and RSU awards by certain eligible employees under the Company’s Deferred Compensation Plan. Our Board has authorized our non-employee directors to defer any portion of their cash retainer, committee chair fees and RSUs awarded that they elect to convert into deferred stock units under our Directors’ Compensation Plan.

At the time stock options are exercised or PSUs and RSUs become payable, Common Stock is issued from our accumulated treasury shares. Dividend equivalents are credited on RSUs on the same date and at the same rate as dividends paid on our Common Stock. Dividend equivalents are charged to retained earnings and included in accrued liabilities until paid.

Awards to employees eligible for retirement prior to the award becoming fully vested are amortized to expense over the period through the date that the employee first becomes eligible to retire and is no longer required to provide service to earn the award. In addition, historical data is used to estimate forfeiture rates and record share-based compensation expense only for those awards that are expected to vest.

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
																		April 4, 2021						March 29, 2020
Pre-tax compensation expense																		$	15,656					$	12,575
Related income tax benefit																		3,523						2,402

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Compensation expenses for stock compensation plans are primarily included in selling, marketing and administrative expense. As of April 4, 2021, total stock-based compensation expense related to non-vested awards not yet recognized was $105,395 and the weighted-average period over which this amount is expected to be recognized was approximately 2.3 years.

Stock Options

The exercise price of each stock option awarded under the EICP equals the closing price of our Common Stock on the New York Stock Exchange on the date of grant. Each stock option has a maximum term of 10 years. Grants of stock options provide for pro-rated vesting, typically over a four-year period. Expense for stock options is based on grant date fair value and recognized on a straight-line method over the vesting period, net of estimated forfeitures.

A summary of activity relating to grants of stock options for the period ended April 4, 2021 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			1,839,811			$99.72			4.9 years
Granted			32,155			$147.98
Exercised			(161,407)			$95.88
Forfeited			(2,141)			$103.74
Outstanding as of April 4, 2021			1,708,418			$100.98			4.8 years			$	98,706
Options exercisable as of April 4, 2021			1,516,360			$99.65			4.5 years			$	89,625

The weighted-average fair value of options granted was $24.12 and $21.31 per share for the periods ended April 4, 2021 and March 29, 2020, 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
						April 4, 2021						March 29, 2020
Dividend yields						2.2		%				2.1		%
Expected volatility						21.8		%				17.5		%
Risk-free interest rates						1.0		%				1.3		%
Expected term in years						6.3						6.7

The total intrinsic value of options exercised was $9,078 and $20,740 for the periods ended April 4, 2021 and March 29, 2020, respectively.

Performance Stock Units and Restricted Stock Units

Under the EICP, we grant PSUs to selected executives and other key employees. Vesting is contingent upon the achievement of certain performance objectives. We grant PSUs over 3-year performance cycles. If we meet targets for financial measures at the end of the applicable 3-year performance cycle, we award a resulting number of shares of our Common Stock to the participants. The number of shares may be increased to the maximum or reduced to the minimum threshold based on the results of these performance metrics in accordance with the terms established at the time of the award.

For PSUs granted, the target award is a combination of a market-based total shareholder return and performance-based components. For market-based condition components, market volatility and other factors are taken into consideration in determining the grant date fair value and the related compensation expense is recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided. For performance-based condition

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

components, we estimate the probability that the performance conditions will be achieved each quarter and adjust compensation expenses accordingly. The performance scores of PSU grants during the three months ended April 4, 2021 and March 29, 2020 can range from 0% to 250% of the targeted amounts.

We recognize the compensation expenses associated with PSUs ratably over the 3-year term. Compensation expenses is based on the grant date fair value because the grants can only be settled in shares of our Common Stock. The grant date fair value of PSUs is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s Common Stock on the date of grant for performance-based components.

During the three months ended April 4, 2021 and March 29, 2020, we awarded RSUs to certain executive officers and other key employees under the EICP. We also awarded RSUs to non-employee directors.

We recognize the compensation expenses associated with employee RSUs over a specified award vesting period based on the grant date fair value of our Common Stock. We recognize expense for employee RSUs based on the straight-line method. The compensation expenses associated with non-employee director RSUs is recognized ratably over the vesting period, net of estimated forfeitures.

A summary of activity relating to grants of PSUs and RSUs for the period ended April 4, 2021 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						1,053,332						$135.11
Granted						373,331						$153.13
Performance assumption change (1)						41,807						$147.00
Vested						(293,691)						$115.12
Forfeited						(10,531)						$141.33
Outstanding as of April 4, 2021						1,164,248						$145.51

(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.

						Three Months Ended
						April 4, 2021						March 29, 2020
Units granted						373,331						307,193
Weighted-average fair value at date of grant						$	153.13					$	168.99
Monte Carlo simulation assumptions:
Estimated values						$	66.44					$	80.08
Dividend yields						2.2		%				2.0		%
Expected volatility						26.4		%				17.3		%

The fair value of shares vested totaled $43,829 and $39,405 for the periods ended April 4, 2021 and March 29, 2020, respectively.

Deferred PSUs, deferred RSUs and deferred stock units representing directors’ fees totaled 261,762 units as of April 4, 2021. Each unit is equivalent to one share of the Company’s Common Stock.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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 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, 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-related costs and other unusual gains or losses that are not part of our measurement of segment performance. These 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 as the measure of segment performance used for incentive compensation purposes.

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.

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.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Our segment net sales and earnings were as follows:

												Three Months Ended
																		April 4, 2021						March 29, 2020
Net sales:
North America																		$	2,081,872					$	1,844,821
International and Other																		214,076						192,496
Total																		$	2,295,948					$	2,037,317
Segment income:
North America																		$	661,560					$	581,555
International and Other																		33,840						16,004
Total segment income																		695,400						597,559
Unallocated corporate expense (1)																		137,713						124,567
Unallocated mark-to-market (gains) losses on commodity derivatives																		(2,284)						81,754
Long-lived asset impairment charges (see Note 6)																		—						7,543
Costs associated with business realignment activities (see Note 9)																		6,927						895
Operating profit																		553,044						382,800
Interest expense, net (see Note 4)																		36,436						36,255
Other (income) expense, net (see Note 18)																		2,414						11,533
Income before income taxes																		$	514,194					$	335,012

(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 (e) other gains or losses that are not integral to segment performance.

Activity within the unallocated mark-to-market adjustment for commodity derivatives is as follows:

												Three Months Ended
																		April 4, 2021						March 29, 2020
Net (gains) losses on mark-to-market valuation of commodity derivative positions recognized in income																		$	(13,679)					$	77,092
Net gains on commodity derivative positions reclassified from unallocated to segment income																		11,395						4,662
Net (gains) losses on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative (gains) losses																		$	(2,284)					$	81,754

As of April 4, 2021, the cumulative amount of mark-to-market gains on commodity derivatives that have been recognized in our consolidated cost of sales and not yet allocated to reportable segments was $64,822. Based on our forecasts of the timing of the recognition of the underlying hedged items, we expect to reclassify net pretax gains on commodity derivatives of $45,652 to segment operating results in the next twelve months.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL 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
															April 4, 2021						March 29, 2020
North America															$	59,109					$	53,702
International and Other															6,827						7,209
Corporate															11,961						9,713
Total															$	77,897					$	70,624

Additional information regarding our net sales disaggregated by geographical region is as follows:

												Three Months Ended
															April 4, 2021						March 29, 2020
Net sales:
United States																		$	1,982,723					$	1,767,276
All other countries																		313,225						270,041
Total																		$	2,295,948					$	2,037,317

The majority of our products are confectionery or confectionery-based and include chocolate and non-chocolate confectionery products, gum and mint refreshment products, spreads, snack bites and mixes, as well as pantry items such as baking ingredients, toppings and sundae syrups. Our snacks portfolio includes ready-to-eat popcorn, baked and trans fat free snacks, protein bars and other better-for-you snacks. Additional information regarding our net sales disaggregated by product line is as follows:

												Three Months Ended
															April 4, 2021						March 29, 2020
Net sales:
Confectionery and confectionery-based portfolio															$	2,155,637					$	1,908,234
Snacks portfolio															140,311						129,083
Total															$	2,295,948					$	2,037,317

14. TREASURY STOCK ACTIVITY

A summary of our treasury stock activity is as follows:

			Three Months Ended April 4, 2021
			Shares						Dollars
									In thousands
Shares repurchased to replace Treasury Stock issued for stock options and incentive compensation			1,608,500						$	240,359
Shares issued for stock options and incentive compensation			(350,552)						(14,586)
Net change			1,257,948						$	225,773

In July 2018, our Board of Directors approved a $500,000 share repurchase authorization to repurchase shares of our Common Stock. As of April 4, 2021, $260,000 remained available for repurchases of our Common Stock under this program. We are authorized to purchase our outstanding shares in open market and privately negotiated transactions. The 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.

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THE HERSHEY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

15. NONCONTROLLING INTEREST

Noncontrolling Interest in Subsidiary

As discussed in Note 2, in January 2021 we completed the divestiture of LSFC, a joint venture originally established in 2007 in China for the purpose of manufacturing and selling product to the joint venture partners. Prior to the sale, we owned a 50% controlling interest in LSFC.

A roll-forward showing the 2021 activity relating to the noncontrolling interest follows:

			Noncontrolling Interest
Balance, December 31, 2020			$	3,531
Net gain attributable to noncontrolling interest			1,072
Divestiture of noncontrolling interest			(1,013)
Other comprehensive income - foreign currency translation adjustments			5,262
Balance, April 4, 2021			$	8,852

The remaining noncontrolling interest balance as of April 4, 2021 reflects the portion of sales proceeds attributable to the joint venture partner. The distribution of the sales proceeds will commence upon the completion of certain approvals and other conditions. We expect the distribution to be completed during 2021.

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.

On February 12, 2021, Issouf Coubaly, individually and on behalf of proposed class members, filed a complaint (Coubaly v. Nestlé U.S.A. et al., 1:21-cv-00386-DLF (D.D.C. Feb. 12, 2021)) in the District Court of the District of Columbia, seeking injunctive relief and unspecified damages for alleged violations of child labor and human trafficking laws under the Trafficking Victims Protection Reauthorization Act. The Company is among several defendants named in the suit but has not been served with the complaint. The Company believes that the suit is without merit and intends to defend vigorously against the suit.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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. 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.

						Three Months Ended
						April 4, 2021												March 29, 2020
						Common Stock						Class B Common Stock						Common Stock						Class B Common Stock
Basic earnings per share:
Numerator:
Allocation of distributed earnings (cash dividends paid)						$	118,430					$	44,309					$	115,252					$	42,551
Allocation of undistributed earnings						169,502						63,558						82,654						30,680
Total earnings—basic						$	287,932					$	107,867					$	197,906					$	73,231
Denominator (shares in thousands):
Total weighted-average shares—basic						146,972						60,614						148,298						60,614
Earnings Per Share—basic						$	1.96					$	1.78					$	1.33					$	1.21
Diluted earnings per share:
Numerator:
Allocation of total earnings used in basic computation						$	287,932					$	107,867					$	197,906					$	73,231
Reallocation of total earnings as a result of conversion of Class B common stock to Common stock						107,867						—						73,231						—
Reallocation of undistributed earnings						—						(306)						—						(185)
Total earnings—diluted						$	395,799					$	107,561					$	271,137					$	73,046
Denominator (shares in thousands):
Number of shares used in basic computation						146,972						60,614						148,298						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						590						—						719						—
Performance and restricted stock units						388						—						516						—
Total weighted-average shares—diluted						208,564						60,614						210,147						60,614
Earnings Per Share—diluted						$	1.90					$	1.77					$	1.29					$	1.21

The earnings per share calculations for the three months ended April 4, 2021 and March 29, 2020 excluded 15 and 15 stock options (in thousands), respectively, that would have been antidilutive.

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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
															April 4, 2021						March 29, 2020
Write-down of equity investments in partnerships qualifying for historic and renewable energy tax credits (see Note 8)															$	2,891					$	11,103
Non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans (see Note 11)															(484)						149
Other (income) expense, net															7						281
Total															$	2,414					$	11,533

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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

19. SUPPLEMENTAL BALANCE SHEET INFORMATION

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

						April 4, 2021						December 31, 2020
Inventories:
Raw materials						$	428,678					$	388,600
Goods in process						116,894						104,841
Finished goods						534,660						645,664
Inventories at First In First Out						1,080,232						1,139,105
Adjustment to Last In First Out						(170,430)						(174,898)
Total inventories						$	909,802					$	964,207
Prepaid expenses and other:
Prepaid expenses						$	64,561					$	95,669
Other current assets						118,589						158,809
Total prepaid expenses and other						$	183,150					$	254,478
Property, plant and equipment:
Land						$	132,399					$	131,513
Buildings						1,398,741						1,387,106
Machinery and equipment						3,269,440						3,169,754
Construction in progress						221,503						276,514
Property, plant and equipment, gross						5,022,083						4,964,887
Accumulated depreciation						(2,723,266)						(2,679,632)
Property, plant and equipment, net						$	2,298,817					$	2,285,255
Other non-current assets:
Capitalized software, net						$	199,429					$	187,673
Operating lease ROU assets						219,789						224,268
Investments in unconsolidated affiliates						60,982						52,351
Other non-current assets						97,492						91,595
Total other non-current assets						$	577,692					$	555,887
Accrued liabilities:
Payroll, compensation and benefits						$	161,991					$	237,342
Advertising, promotion and product allowances						340,538						309,537
Operating lease liabilities						34,714						36,578
Other						179,928						198,309
Total accrued liabilities						$	717,171					$	781,766
Other long-term liabilities:
Post-retirement benefits liabilities						$	220,520					$	223,507
Pension benefits liabilities						66,841						70,727
Operating lease liabilities						179,783						181,871
Other						206,612						207,329
Total other long-term liabilities						$	673,756					$	683,434
Accumulated other comprehensive loss:
Foreign currency translation adjustments						$	(97,379)					$	(98,525)
Pension and post-retirement benefit plans, net of tax						(187,524)						(194,205)
Cash flow hedges, net of tax						(44,103)						(45,352)
Total accumulated other comprehensive loss						$	(329,006)					$	(338,082)

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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 2020 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

•Trends Affecting Our Business

•Consolidated Results of Operations

•Segment Results

•Liquidity and Capital Resources

•Safe Harbor Statement

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 quality chocolate in North America, a leading snack maker in the United States ("U.S.") and a global leader in chocolate and non-chocolate confectionery. We market, sell and distribute our products under more than 90 brand names in approximately 85 countries worldwide.

We report our operations through two segments: North America and International and Other. The majority of our products are confectionery or confectionery-based and include chocolate and non-chocolate confectionery products, gum and mint refreshment products, spreads, snack bites and mixes, as well as pantry items such as baking ingredients, toppings and sundae syrups. The confectionery and confectionery-based portfolio is predominantly sold under the renowned brands of Hershey's, Reese's and Kisses, as well as Kit Kat®, Jolly Rancher, Ice Breakers, Twizzlers, Heath, Payday, Cadbury and a variety of other popular brands. Our snacks portfolio includes ready-to-eat popcorn, baked and trans fat free snacks, protein bars and other better-for-you snacks. The snacks portfolio is predominantly sold under the brands of SkinnyPop, Pirate's Booty, ONE Bar, and Paqui.

Divestiture

In January 2021, we completed the divestiture of Lotte Shanghai Foods Co., Ltd. ("LSFC"), which was previously included within the International and Other segment results in our consolidated financial statements. Total proceeds from the divestiture and the impact on our consolidated financial statements were immaterial.

TRENDS AFFECTING OUR BUSINESS

On March 11, 2020, the World Health Organization designated coronavirus disease 2019 ("COVID-19") as a global pandemic, which has spread worldwide and impacted various markets around the world, including the U.S. Various policies and initiatives have been implemented to reduce the global transmission of COVID-19.

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 communities. Employee safety is our first priority, and as a result, we put preparedness plans in place at our manufacturing facilities. Our manufacturing facilities are currently open; however, we have adjusted shift schedules, enforced social distancing, increased sanitation and 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. At the onset of the pandemic, the Company temporarily closed all Hershey's Chocolate World stores in the U.S. (3 locations), Niagara Falls (Ontario) and Singapore; however,

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since July 2020, all locations were re-opened on a limited capacity basis with increased safety measures and enforced social distancing.

In June 2020 we commenced a phased in approach to reopen our corporate headquarters in Hershey, Pennsylvania and other select offices with increased safety protocols. We have successfully onboarded several teams; however, occupancy levels remain low as we continue to monitor the latest COVID-19 related public health and government guidance. As a result, a majority of our office-based employees continue to work remotely where possible. We have crisis management teams in place to monitor the continually 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 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 with our business units, contract manufacturers, distributors, contractors and other external business partners to minimize the potential impact on our business.

As of April 4, 2021, 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 the ongoing COVID-19 pandemic. We continue to monitor our discretionary spending across the organization and re-prioritize our capital projects amid the COVID-19 pandemic as necessary. As previously announced, we continue to move forward with our new global ERP system implementation, as well as our supply chain capacity projects (see Liquidity and Capital Resources included in this MD&A).

Despite consumer optimism and the widespread availability of vaccinations in many jurisdictions in 2021, many state governments continue to impose guidelines and enhanced safety measures, including occupancy limits for indoor and outdoor gatherings, limited food service offerings, social distancing and face mask protocols. We experienced an increase in our net sales and income during the three months ended April 4, 2021, which was primarily driven by strong everyday performance on our core U.S. confection brands and solid marketplace growth in select international markets (see Segment Results included in this MD&A). We believe the financial impacts from COVID-19 are temporary in nature and do not significantly affect our business model and growth strategy.

Based on the length and severity of COVID-19, including new trends in outbreaks and hotspots, the spread of COVID-19 variants and the continued distribution of vaccinations, we may experience continued volatility in retail foot traffic, consumer shopping and consumption behavior. We will continue to evaluate the nature and extent of these potential impacts to our business, consolidated results of operations, segment results, liquidity and capital resources.

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CONSOLIDATED RESULTS OF OPERATIONS

						Three Months Ended
						April 4, 2021						March 29, 2020						Percent Change
In millions of dollars except per share amounts
Net sales						$	2,295.9					$	2,037.3					12.7		%
Cost of sales						1,247.0						1,170.7						6.5		%
Gross profit						1,048.9						866.6						21.0		%
Gross margin						45.7		%				42.5		%
Selling, marketing & administrative ("SM&A") expenses						494.7						475.4						4.1		%
SM&A expense as a percent of net sales						21.5		%				23.3		%
Long-lived asset impairment charges						—						7.5						NM
Business realignment costs						1.2						0.9						38.8		%
Operating profit						553.0						382.8						44.5		%
Operating profit margin						24.1		%				18.8		%
Interest expense, net						36.4						36.3						0.5		%
Other (income) expense, net						2.4						11.5						(79.1)		%
Provision for income taxes						117.3						66.2						77.1		%
Effective income tax rate						22.8%						19.8%
Net income including noncontrolling interest						396.9						268.8						47.7		%
Less: Net gain (loss) attributable to noncontrolling interest						1.1						(2.3)						(145.5)		%
Net income attributable to The Hershey Company						$	395.8					$	271.1					46.0		%
Net income per share—diluted						$	1.90					$	1.29					47.3		%
NOTE: Percentage changes may not compute directly as shown due to rounding of amounts presented above.
NM = not meaningful

Net Sales

Net sales increased 12.7% in the first quarter of 2021 compared to the same period of 2020, reflecting a volume increase of 11.0% due to an increase in everyday core U.S. confection brands, as well as favorable price realization of 1.9% due to higher prices on certain products. This was partially offset by a 0.1% decrease from net acquisitions and divestitures (predominantly driven by the 2020 divestitures of Krave and the Scharffen Berger and Dagoba brands) and unfavorable impact from foreign currency exchange rates of 0.1%.

Key U.S. Marketplace Metrics

For the first quarter of 2021, our total U.S. retail takeaway increased 13.4% 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 14.7%, resulting in a CMG market share gain of approximately 108 basis points.

The CMG consumer takeaway and market share information 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 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.

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Cost of Sales and Gross Margin

Cost of sales increased 6.5% in the first quarter of 2021 compared to the same period of 2020. The increase was driven by higher sales volume, higher freight and logistics costs and additional plant costs. These drivers were partially offset by the incremental $90.8 million of favorable mark-to-market activity on our commodity derivative instruments intended to economically hedge future years' commodity purchases; however, were significantly impacted by financial market volatility during March 2020 amid COVID-19 fears. Additionally, the increase was partially offset by favorable price realization and supply chain productivity.

Gross margin increased by 320 basis points in the first quarter of 2021 compared to the same period of 2020. Increases were driven by the favorable year-over-year mark-to-market impact from commodity derivative instruments, favorable price realization and supply chain productivity. These factors were offset by higher freight and logistics costs and additional plant costs.

SM&A Expenses

SM&A expenses increased $19.3 million or 4.1% in the first quarter of 2021 driven by advertising increases in the North America segment and corporate expenses. Total advertising and related consumer marketing expenses increased 2.8% driven by increased investment in core brands, innovation, and incremental sponsorships in North America. SM&A expenses, excluding advertising and related consumer marketing, increased approximately 4.8% in the first quarter of 2021 driven by higher employee costs for salary, benefits and incentive compensation, partially offset by decreases in travel and entertainment costs related to COVID-19.

Long-Lived Asset Impairment Charges

We had no impairment charges during the first quarter of 2021. During the first quarter of 2020, we recorded long-lived asset impairment charges of $7.5 million, predominantly comprised of impairment charges to adjust long-lived asset values of our LSFC disposal group which was previously classified as held for sale. Additionally, in connection with a previous sale, the Company wrote-down certain receivables deemed uncollectible.

Business Realignment Activities

We periodically undertake business realignment activities designed to increase our efficiency and focus our business in support of our key growth strategies. In the first quarter of 2021 we recorded business realignment costs of $1.2 million versus costs of $0.9 million in the first quarter of 2020. The 2021 costs related primarily to the International Optimization Program, a program focused on optimizing our China operating model to improve our operational efficiency and provide for a strong, sustainable and simplified base going forward. The 2020 costs related primarily to the Margin for Growth Program, a program 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. Costs associated with business realignment activities are classified in our Consolidated Statements of Income as described in Note 9 to the Unaudited Consolidated Financial Statements.

Operating Profit and Operating Profit Margin

Operating profit increased 44.5% in the first quarter of 2021 compared to the same period of 2020 due primarily to higher gross profit and lower impairment charges, partially offset by higher SM&A expenses, as noted above. Operating profit margin increased to 24.1% in 2021 from 18.8% in 2020 driven by these same factors.

Interest Expense, Net

Net interest expense was $0.1 million higher in the first quarter of 2021 compared to the same period of 2020. The increase was primarily due to higher long-term debt balances in 2021 versus 2020, specifically due to $1.0 billion of notes issued in May 2020, partially offset by $785 million of long-term debt repayments with varying maturity dates during the last twelve months preceding April 4, 2021 and lower short-term commercial paper debt balances in 2021 versus 2020.

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Other (Income) Expense, Net

Other (income) expense, net totaled expense of $2.4 million in the first quarter of 2021 versus net expense of $11.5 million in the first quarter of 2020. The decrease in net expense was primarily due to lower write-downs on equity investments qualifying for historic and renewable energy tax credits in 2021 versus 2020.

Income Taxes and Effective Tax Rate

Our effective income tax rate was 22.8% for the first quarter of 2021 compared with 19.8% for the first quarter of 2020. The 2021 effective tax rate, relative to the 21% statutory rate, was impacted by state taxes, partially offset by investment tax credits and the benefit of employee share-based payments. The 2020 effective tax rate, relative to the 21% statutory rate, was impacted by investment tax credits and the benefit of employee share-based payments, partially offset by state taxes.

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

Net income increased $124.7 million, or 46.0%, while EPS-diluted increased $0.61, or 47.3%, in the first quarter of 2021 compared to the same period of 2020. The increase in both net income and EPS-diluted was driven primarily by higher gross profit and lower impairment charges, partially offset by higher SM&A expenses and higher income taxes, as noted above. Our 2021 EPS-diluted also benefited from lower weighted-average shares outstanding as a result of share repurchases pursuant to our Board-approved repurchase programs.

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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-related costs and 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 directly attributable to our ongoing segment operations.

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

						Three Months Ended
						April 4, 2021						March 29, 2020
In millions of dollars
Net Sales:
North America						$	2,081.9					$	1,844.8
International and Other						214.1						192.5
Total						$	2,296.0					$	2,037.3
Segment Income:
North America						$	661.6					$	581.6
International and Other						33.8						16.0
Total segment income						695.4						597.6
Unallocated corporate expense (1)						137.8						124.6
Unallocated mark-to-market (gains) losses on commodity derivatives (2)						(2.3)						81.8
Long-lived asset impairment charges						—						7.5
Costs associated with business realignment activities						6.9						0.9
Operating profit						553.0						382.8
Interest expense, net						36.4						36.3
Other (income) expense, net						2.4						11.5
Income before income taxes						$	514.2					$	335.0

(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 (e) other gains or losses that are not integral to segment performance.

(2)Net (gains) losses on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative (gains) losses. See Note 13 to the Unaudited Consolidated Financial Statements.

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North America

The North America segment is responsible for our 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. North America results, which accounted for 90.7% and 90.6% of our net sales for the three months ended April 4, 2021 and March 29, 2020, respectively, were as follows:

						Three Months Ended
						April 4, 2021						March 29, 2020						Percent Change
In millions of dollars
Net sales						$	2,081.9					$	1,844.8					12.8		%
Segment income						661.6						581.6						13.8		%
Segment margin						31.8		%				31.5		%

Results of Operations - First Quarter 2021 vs. First Quarter 2020

Net sales of our North America segment increased $237.1 million or 12.8% in the first quarter of 2021 compared to the same period of 2020, reflecting a volume increase of 11.0% due to an increase in everyday core U.S. confection brands, favorable price realization of 1.7% due to higher prices on certain products, and favorable impact from foreign currency exchange rates of 0.2%. This was partially offset by a 0.1% decrease from net acquisitions and divestitures (predominantly driven by the 2020 divestitures of Krave and the Scharffen Berger and Dagoba brands).

Our North America segment income increased $80.0 million or 13.8% in the first quarter of 2021 compared to the same period of 2020, primarily due to volume increases, favorable price realization, partially offset by higher supply chain-related costs, higher freight and logistics costs, and higher advertising expense.

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, Niagara Falls (Ontario) 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 results, which accounted for 9.3% and 9.4% of our net sales for the three months ended April 4, 2021 and March 29, 2020, respectively, were as follows:

						Three Months Ended
						April 4, 2021						March 29, 2020						Percent Change
In millions of dollars
Net sales						$	214.1					$	192.5					11.2		%
Segment income						33.8						16.0						111.4		%
Segment margin						15.8		%				8.3		%

Results of Operations - First Quarter 2021 vs. First Quarter 2020

Net sales of our International and Other segment increased $21.6 million or 11.2% in the first quarter of 2021 compared to the same period of 2020, reflecting a volume increase of 11.0% and favorable price realization of 3.9%. The volume increase was primarily attributed to solid marketplace growth in India, Brazil, and AEMEA Markets, where net sales increased by 49.9%, 17.1%, and 16.6%, respectively. The increases were partially offset by an unfavorable impact from foreign currency exchange rates of 3.7%.

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Our International and Other segment generated income of $33.8 million in the first quarter of 2021 compared to $16.0 million in the first quarter of 2020 with the improvement primarily resulting from execution of our International Optimization Program in China, as we streamline and optimize our China operating model, as well as volume increases and favorable price realization.

Unallocated Corporate Expense

Unallocated corporate expense 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 and (d) other gains or losses that are not integral to segment performance.

In the first quarter of 2021, unallocated corporate expense totaled $137.8 million, as compared to $124.6 million in the first quarter of 2020. The increase is primarily driven by higher incentive compensation and incremental investments in capabilities and technology.

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 April 4, 2021, our cash and cash equivalents totaled $1.1 billion, a decrease of $11.7 million compared to the 2020 year-end balance. 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 the ongoing COVID-19 pandemic. Additional detail regarding the net uses of cash are outlined in the following discussion.

Approximately 35% of the balance of our cash and cash equivalents at April 4, 2021 was held by subsidiaries domiciled outside of the United States. During the first three months of 2021, previously undistributed earnings of certain international subsidiaries were no longer considered indefinitely reinvested; however, the Company had previously recognized a one-time U.S. repatriation tax due under U.S. tax reform, and as a result, only an immaterial amount of withholding tax was recognized. For the remainder of the Company’s cash held by international subsidiaries, we intend to continue to reinvest the undistributed earnings indefinitely. We believe we have sufficient liquidity to satisfy our cash needs, including our cash needs in the United States.

Cash Flow Summary

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

						Three Months Ended
In millions of dollars						April 4, 2021						March 29, 2020
Net cash provided by (used in):
Operating activities						$	609.6					$	246.1
Investing activities						(137.0)						(110.7)
Financing activities						(491.8)						495.6
Effect of exchange rate changes on cash and cash equivalents						(3.9)						(18.7)
Less: Cash classified as assets held for sale						11.4						(10.8)
(Decrease) increase in cash and cash equivalents						$	(11.7)					$	601.5

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Operating activities

We generated cash of $609.6 million from operating activities in the first three months of 2021, an increase of $363.5 million compared to $246.1 million in the same period of 2020. This increase in net cash provided by operating activities was mainly driven by the following factors:

•Net income adjusted for non-cash charges to operations (including depreciation, amortization, stock-based compensation, deferred income taxes, long-lived asset charges, a write-down of equity investments and other charges) resulted in $135.6 million of higher cash flow in 2021 relative to 2020.

•Net working capital (comprised of trade accounts receivable, inventory, accounts payable and accrued liabilities) consumed cash of $25.7 million in 2021, compared to $180.4 million in 2020. This $154.7 million fluctuation was mainly driven by lower investments in accounts receivable resulting from a shorter Easter season in 2021 as compared to prior year, as well as lower investments in inventories resulting from strong demand for our everyday core U.S. confection brands.

•Income taxes generated cash of $104.7 million in 2021, compared to $71.3 million in 2020. This $33.4 million fluctuation was primarily due to the variance in actual tax expense for 2021 relative to the timing of quarterly estimated tax payments. We paid cash of $14.4 million for income taxes during 2021 compared to $14.1 million in the same period of 2020.

Investing activities

We used cash of $137.0 million for investing activities in the first three months of 2021, an increase of $26.3 million compared to $110.7 million in the same period of 2020. This increase in net cash used in investing activities was mainly driven by the following factors:

•Capital spending. Capital expenditures, including capitalized software, primarily to support capacity expansion, innovation and cost savings, were $114.5 million in the first three months of 2021 compared to $99.2 million in the same period of 2020. For full year 2021, we expect capital expenditures, including capitalized software, to approximate $550 million. Our 2021 capital expenditures are largely driven by the continuation of our ERP system implementation, as well as our supply chain capacity projects which focus on additional capacity for our largest and fastest growing brands, building agile fulfillment and customization capabilities and investing in new data and technology within our supply chain to enhance visibility and automation. We will continue to 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 renewable energy tax credits. We invested approximately $25.1 million in the first three months of 2021, compared to $11.5 million in the same period of 2020.

Financing activities

We used cash of $491.8 million for financing activities in the first three months of 2021, compared to cash generated of $495.6 million in the same period of 2020. This fluctuation of $987.4 million for 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 2021, we used cash of $6.1 million to reduce a portion of our short-term foreign bank borrowings. During the first three months of 2020, we generated cash flow of $807.3 million predominately through the issuance of short-term commercial paper, as well as a minor increase in short-term foreign bank borrowings.

•Long-term debt borrowings and repayments.  During the first three months of 2021, we repaid $84.7 million of 8.800% Debentures due upon their maturity. During the first three months of 2020, our long-term debt borrowings and repayments activity was minimal. For the remainder of 2021, we expect to use an additional $350 million of cash to pay our 3.100% Notes in May 2021 upon their maturity.

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•Dividend payments. Total dividend payments to holders of our Common Stock and Class B Common Stock were $162.7 million during the first three months of 2021, an increase of $4.9 million compared to $157.8 million in the same period of 2020. Details regarding our 2021 cash dividends paid to stockholders are as follows:

						Three Months Ended
In millions of dollars except per share amounts						April 4, 2021
Dividends paid per share – Common stock						$	0.804
Dividends paid per share – Class B common stock						$	0.731
Total cash dividends paid						$	162.7
Declaration date						February 2, 2021
Record date						February 19, 2021
Payment date						March 15, 2021

•Share repurchases. We used cash for total share repurchases of $240.4 million and $169.2 million during the first three months of 2021 and 2020, respectively, pursuant to our practice of replenishing treasury shares available for issuance for stock options and incentive compensation, as well as our share repurchases in the open market under pre-approved share repurchase programs. In July 2018, our Board of Directors approved a $500 million share repurchase authorization. As of April 4, 2021, approximately $260 million remained available for repurchases of our Common Stock under this program. The share repurchase program does not have an expiration date. For the remainder of 2021, we expect share repurchases to return to a more traditional buyback strategy.

•Proceeds from the exercise of stock options, including tax benefits. We received $3.2 million from employee exercises of stock options, net of employee taxes withheld from share-based awards, during the first three months of 2021, a decrease of $13.2 million compared to $16.4 million in the same period of 2020.

Recent Accounting Pronouncements

Information on recently adopted and 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 Prospectus. Many of these forward-looking statements can be identified by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would,” 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:

•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 COVID-19 pandemic;

•Our Company’s reputation or brand image might be impacted as a result of issues or concerns 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 result in litigation or otherwise negatively impact our operating results;

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•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;

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

•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;

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

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

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

•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;

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

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

•Such other matters as discussed in our 2020 Annual Report on Form 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.  

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In December 2020, our fixed-to-floating interest rate swap matured in connection with the repayment of certain long-term debt upon its maturity. Therefore, as of April 4, 2021 and December 31, 2020, we had no interest rate swap derivative instruments in a fair value hedging relationship. A hypothetical 100 basis point increase in interest rates applied to this variable-rate debt through its December 2020 maturity would have increased interest expense by approximately $3.2 million for the year 2020. There is no hypothetical impact for 2021.

In addition, the total amount of short-term debt, net of cash, amounted to net cash positions of $1.1 billion, at April 4, 2021 and December 31, 2020, respectively. A hypothetical 100 basis point increase in interest rates applied to this variable-rate short-term debt as of April 4, 2021 would have changed interest expense by approximately $2.7 million for the first three months of 2021 and $8.6 million for the full year 2020.

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 April 4, 2021 and December 31, 2020 by approximately $310 million and $357 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 $28.9 million as of April 4, 2021 and $25.6 million as of December 31, 2020, generally offset by a reduction in foreign exchange associated with our transactional activities.

Our open commodity derivative contracts had a notional value of $194.1 million as of April 4, 2021 and $279.8 million as of December 31, 2020. At the end of the first quarter 2021, 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 $20.5 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 2020 Annual Report on Form 10-K.

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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 April 4, 2021. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of April 4, 2021.

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. 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 April 4, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

Information on legal proceedings is included in Note 16 to the Unaudited Consolidated Financial Statements.

Item 1A. Risk Factors.

When evaluating an investment in our Common Stock, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our 2020 Annual Report on Form 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 have been no material changes with respect to the risk factors disclosed in our 2020 Annual Report on Form 10-K.

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 April 4, 2021:

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 31						595,000						$	149.62					—						$	260,000
February 1 through February 28						870,000						$	149.54					—						$	260,000
March 1 through April 4						143,500						$	147.98					—						$	260,000
Total						1,608,500						$	149.43					—

(1) During the three months ended April 4, 2021, 1,608,500 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.

(2) In July 2018, our Board of Directors approved a $500 million share repurchase authorization.  As of April 4, 2021, approximately $260 million remained available for repurchases of our Common Stock under this program. The share repurchase 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.

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Item 6. Exhibits.

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

Exhibit Number						Description
3.1						The Company’s Restated Certificate of Incorporation, as amended, is incorporated by reference from Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2005.
3.2						The Company's By-laws, as amended and restated as of February 21, 2017, are incorporated by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
10.1						Form of Notice of Award of Restricted Stock Units (effective February 23, 2021)*+
10.2						Form of Notice of Award of Restricted Stock Units (3-year vest, effective February 23, 2021)*+
10.3						Form of Notice of Special Award of Restricted Stock Units (pro-rata vest, effective February 23, 2021)*+
10.4						Terms and Conditions of Nonqualified Stock Option Awards under the Equity and Incentive Compensation Plan (effective February 23, 2021)*+
10.5						Form of Notice of Award of Performance Stock Units (effective February 23, 2021)*+
10.6						Form of Notice of Special Award of Performance Stock Units (effective February 23, 2021)*+
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 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 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 April 4, 2021, formatted in Inline XBRL and contained in Exhibit 101.
*						Filed herewith
**						Furnished herewith
+						Management contract, compensatory plan or arrangement

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SIGNATURES

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:

April 29, 2021

/s/ Steven E. Voskuil

Steven E. Voskuil

Senior Vice President, Chief Financial Officer

(Principal Financial Officer)

Date:

April 29, 2021

/s/ Jennifer L. McCalman

Jennifer L. McCalman

Vice President, Chief Accounting Officer

(Principal Accounting Officer)

Table of Contents			The Hershey Company | Q1 2021 Form 10-Q | Page 44