HERSHEY CO - Quarter Report: 2022 October (Form 10-Q)

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 October 2, 2022


☐			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

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—146,968,799 shares, as of October 30, 2022.

Class B Common Stock, one dollar par value—58,113,777 shares, as of October 30, 2022.

THE HERSHEY COMPANY

Quarterly Report on Form 10-Q

For the Period Ended October 2, 2022

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION						2
Item 1. Financial Statements						2
Consolidated Statements of Income for the Three and Nine Months Ended October 2 , 2022 and October 3 , 2021						2
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended October 2 , 2022 and October 3 , 2021						3
Consolidated Balance Sheets as of October 2 , 2022 and December 31, 2021						4
Consolidated Statements of Cash Flows for the Nine Months Ended October 2 , 2022 and October 3 , 2021						5
Consolidated Statement of Stockholders’ Equity for the Three and Nine Months Ended October 2 , 2022 and October 3 , 2021						6
Notes to Unaudited Consolidated Financial Statements						8
Note 1 - Summary of Significant Accounting Policies						8
Note 2 - Business Acquisitions and Divestiture						9
Note 3 - Goodwill and Intangible Assets						12
Note 4 - Short and Long-Term Debt						13
Note 5 - Derivative Instruments						14
Note 6 - Fair Value Measurements						17
Note 7 - Leases						19
Note 8 - Investments in Unconsolidated Affiliates						21
Note 9 - Business Realignment Activities						21
Note 10 - Income Taxes						22
Note 11 - Pension and Other Post-Retirement Benefit Plans						24
Note 12 - Stock Compensation Plans						25
Note 13 - Segment Information						27
Note 14 - Treasury Stock Activity						30
Note 15 - Contingencies						30
Note 16 - Earnings Per Share						32
Note 17 - Other (Income) Expense, Net						34
Note 18 - Related Party Transactions						34
Note 19 - Supplemental Balance Sheet Information						35
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						36
Item 3. Quantitative and Qualitative Disclosures About Market Risk						50
Item 4. Controls and Procedures						51
PART II. OTHER INFORMATION						52
Item 1. Legal Proceedings						52
Item 1A. Risk Factors						52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						52
Item 3. Defaults Upon Senior Securities						52
Item 4. Mine Safety Disclosures						52
Item 5. Other Information						52
Item 6. Exhibits						53
Signatures						54


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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				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
Net sales	$	2,728,153	$	2,359,839	$	7,766,956	$	6,645,209
Cost of sales	1,619,653		1,298,504		4,412,977		3,609,478
Gross profit	1,108,500		1,061,335		3,353,979		3,035,731
Selling, marketing and administrative expense	551,880		486,139		1,619,564		1,448,433


Business realignment costs	—		365		274		2,748
Operating profit	556,620		574,831		1,734,141		1,584,550
Interest expense, net	35,378		30,154		101,970		97,655
Other (income) expense, net	48,157		23,004		78,222		32,612
Income before income taxes	473,085		521,673		1,553,949		1,454,283
Provision for income taxes	73,598		76,746		305,428		311,255
Net income including noncontrolling interest	399,487		444,927		1,248,521		1,143,028
Less: Net gain attributable to noncontrolling interest	—		—		—		1,072
Net income attributable to The Hershey Company	$	399,487	$	444,927	$	1,248,521	$	1,141,956

Net income per share—basic:
Common stock	$	2.00	$	2.22	$	6.23	$	5.67
Class B common stock	$	1.82	$	2.01	$	5.67	$	5.16

Net income per share—diluted:
Common stock	$	1.94	$	2.14	$	6.04	$	5.49
Class B common stock	$	1.81	$	2.01	$	5.65	$	5.14

Dividends paid per share:
Common stock	$	1.036	$	0.901	$	2.838	$	2.509
Class B common stock	$	0.942	$	0.819	$	2.580	$	2.281

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												For the Nine Months Ended
	October 2, 2022						October 3, 2021						October 2, 2022						October 3, 2021
	Pre-Tax Amount		Tax (Expense) Benefit		After-Tax Amount		Pre-Tax Amount		Tax (Expense) Benefit		After-Tax Amount		Pre-Tax Amount		Tax (Expense) Benefit		After-Tax Amount		Pre-Tax Amount		Tax (Expense) Benefit		After-Tax Amount
Net income including noncontrolling interest					$	399,487					$	444,927					$	1,248,521					$	1,143,028
Other comprehensive income, net of tax:
Foreign currency translation adjustments:
Foreign currency translation (losses) gains during period	$	(13,511)	$	—	(13,511)		$	(11,571)	$	—	(11,571)		$	(15,851)	$	—	(15,851)		$	2,623	$	—	2,623
Reclassification to earnings due to the sale of businesses	—		—		—		—		—		—		—		—		—		5,210		—		5,210
Pension and post-retirement benefit plans:
Net actuarial (loss) gain and service cost	(27,909)		6,704		(21,205)		(8,793)		2,093		(6,700)		(66,720)		13,895		(52,825)		11,912		(2,835)		9,077
Reclassification to earnings	6,904		(1,657)		5,247		8,457		(671)		7,786		20,345		(4,883)		15,462		24,246		(4,739)		19,507
Cash flow hedges:
Gains (losses) on cash flow hedging derivatives	891		(706)		185		5,779		(2,153)		3,626		245		(1,343)		(1,098)		(2,200)		(2,312)		(4,512)
Reclassification to earnings	2,258		(643)		1,615		4,709		(119)		4,590		9,143		(1,666)		7,477		13,527		(501)		13,026
Total other comprehensive income, net of tax	$	(31,367)	$	3,698	(27,669)		$	(1,419)	$	(850)	(2,269)		$	(52,838)	$	6,003	(46,835)		$	55,318	$	(10,387)	44,931
Total comprehensive income including noncontrolling interest					$	371,818					$	442,658					$	1,201,686					$	1,187,959
Comprehensive (loss) income attributable to noncontrolling interest					—						(5)						—						6,321
Comprehensive income attributable to The Hershey Company					$	371,818					$	442,663					$	1,201,686					$	1,181,638

See Notes to Unaudited Consolidated Financial Statements.


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THE HERSHEY COMPANY

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	October 2, 2022		December 31, 2021
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	327,741	$	329,266
Accounts receivable—trade, net	929,482		671,464
Inventories	1,184,385		988,511

Prepaid expenses and other	251,126		256,965
Total current assets	2,692,734		2,246,206
Property, plant and equipment, net	2,622,587		2,586,187
Goodwill	2,604,889		2,633,174
Other intangibles	1,985,099		2,037,588
Other non-current assets	888,406		868,203
Deferred income taxes	39,192		40,873
Total assets	$	10,832,907	$	10,412,231
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	915,299	$	692,338
Accrued liabilities	845,472		855,638
Accrued income taxes	81,771		3,070
Short-term debt	793,871		939,423
Current portion of long-term debt	752,201		2,844
Total current liabilities	3,388,614		2,493,313
Long-term debt	3,340,671		4,086,627
Other long-term liabilities	750,870		787,058
Deferred income taxes	269,672		288,004
Total liabilities	7,749,827		7,655,002

Stockholders’ equity:
The Hershey Company stockholders’ equity
Preferred stock, shares issued: none in 2022 and 2021	—		—
Common stock, shares issued: 163,439,248 at October 2, 2022 and 160,939,248 at December 31, 2021	163,439		160,939
Class B common stock, shares issued: 58,113,777 at October 2, 2022 and 60,613,777 at December 31, 2021	58,114		60,614
Additional paid-in capital	1,280,462		1,260,331
Retained earnings	3,401,198		2,719,936
Treasury—common stock shares, at cost: 16,484,611 at October 2, 2022 and 15,444,011 at December 31, 2021	(1,524,083)		(1,195,376)
Accumulated other comprehensive loss	(296,050)		(249,215)


Total stockholders’ equity	3,083,080		2,757,229
Total liabilities and stockholders’ equity	$	10,832,907	$	10,412,231

See Notes to Unaudited Consolidated Financial Statements.


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THE HERSHEY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended
	October 2, 2022		October 3, 2021
Operating Activities
Net income including noncontrolling interest	$	1,248,521	$	1,143,028
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	279,082		231,953
Stock-based compensation expense	50,640		51,009
Deferred income taxes	(9,751)		762


Write-down of equity investments	70,754		28,734

Other	92,632		77,548
Changes in assets and liabilities, net of business acquisitions and divestitures:
Accounts receivable—trade, net	(259,064)		(222,864)
Inventories	(201,425)		(38,864)
Prepaid expenses and other current assets	(40,565)		11,908
Accounts payable and accrued liabilities	248,230		76,446
Accrued income taxes	124,965		92,236
Contributions to pension and other benefit plans	(16,639)		(38,576)
Other assets and liabilities	(27,186)		(9,603)
Net cash provided by operating activities	1,560,194		1,403,717
Investing Activities
Capital additions (including software)	(359,993)		(347,450)


Equity investments in tax credit qualifying partnerships	(159,713)		(75,917)
Business acquisitions, net of cash and cash equivalents acquired	—		(419,501)
Other investing activities	9,730		3,129

Net cash used in investing activities	(509,976)		(839,739)
Financing Activities
Net (decrease) increase in short-term debt	(145,552)		339,981

Repayment of long-term debt and finance leases	(3,321)		(438,029)


Cash dividends paid	(567,989)		(505,194)
Repurchase of common stock	(355,271)		(457,946)
Proceeds from exercised stock options	30,824		39,499
Taxes withheld and paid on employee stock awards	(34,722)		(16,137)

Net cash used in financing activities	(1,076,031)		(1,037,826)
Effect of exchange rate changes on cash and cash equivalents	24,288		(6,057)
Decrease in cash and cash equivalents, including cash classified as held for sale	(1,525)		(479,905)
Less: Increase in cash and cash equivalents classified as held for sale	—		11,434
Net decrease in cash and cash equivalents	(1,525)		(468,471)
Cash and cash equivalents, beginning of period	329,266		1,143,987
Cash and cash equivalents, end of period	$	327,741	$	675,516
Supplemental Disclosure
Interest paid	$	90,787	$	92,397
Income taxes paid	190,724		199,735

See Notes to Unaudited Consolidated Financial Statements.


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THE HERSHEY COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months Ended October 2, 2022 and October 3, 2021

(in thousands)

(unaudited)


	Preferred Stock		Common Stock		Class B Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Common Stock		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance, July 3, 2022	$	—	$	163,439	$	58,114	$	1,258,091	$	3,208,598	$	(1,528,121)	$	(268,381)	$	2,891,740
Net income									399,487						399,487
Other comprehensive loss													(27,669)		(27,669)
Dividends (including dividend equivalents):
Common Stock, $1.036 per share									(152,144)						(152,144)
Class B Common Stock, $0.942 per share									(54,743)						(54,743)

Stock-based compensation							18,132								18,132
Exercise of stock options and incentive-based transactions							4,239				4,038				8,277





Balance, October 2, 2022	$	—	$	163,439	$	58,114	$	1,280,462	$	3,401,198	$	(1,524,083)	$	(296,050)	$	3,083,080


	Preferred Stock		Common Stock		Class B Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Common Stock		Accumulated Other Comprehensive Loss		Noncontrolling Interests in Subsidiaries		Total Stockholders’ Equity
Balance, July 4, 2021	$	—	$	160,939	$	60,614	$	1,218,708	$	2,301,805	$	(1,180,881)	$	(296,136)	$	8,844	$	2,273,893
Net income									444,927						—		444,927
Other comprehensive loss													(2,264)		(5)		(2,269)
Dividends (including dividend equivalents):
Common Stock, $0.901 per share									(131,551)								(131,551)
Class B Common Stock, $0.819 per share									(49,643)								(49,643)

Stock-based compensation							18,903										18,903
Exercise of stock options and incentive-based transactions							2,401				4,072						6,473
Repurchase of common stock											(23,600)						(23,600)



Balance, October 3, 2021	$	—	$	160,939	$	60,614	$	1,240,012	$	2,565,538	$	(1,200,409)	$	(298,400)	$	8,839	$	2,537,133

See Notes to Unaudited Consolidated Financial Statements.


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THE HERSHEY COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Nine Months Ended October 2, 2022 and October 3, 2021

(in thousands)

(unaudited)


	Preferred Stock		Common Stock		Class B Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Common Stock		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Equity
Balance, December 31, 2021	$	—	$	160,939	$	60,614	$	1,260,331	$	2,719,936	$	(1,195,376)	$	(249,215)	$	2,757,229
Net income									1,248,521						1,248,521
Other comprehensive income													(46,835)		(46,835)
Dividends (including dividend equivalents):
Common Stock, $2.838 per share									(414,869)						(414,869)
Class B Common Stock, $2.58 per share									(152,390)						(152,390)
Conversion of Class B Common Stock into Common Stock			2,500		(2,500)										—
Stock-based compensation							50,592								50,592
Exercise of stock options and incentive-based transactions							(30,461)				26,564				(3,897)
Repurchase of common stock											(355,271)				(355,271)




Balance, October 2, 2022	$	—	$	163,439	$	58,114	$	1,280,462	$	3,401,198	$	(1,524,083)	$	(296,050)	$	3,083,080


	Preferred Stock		Common Stock		Class B Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Common Stock		Accumulated Other Comprehensive 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									1,141,956						1,072		1,143,028
Other comprehensive income													39,682		5,249		44,931
Dividends (including dividend equivalents):
Common Stock, $2.509 per share									(366,831)								(366,831)
Class B Common Stock, $2.281 per share									(138,260)								(138,260)

Stock-based compensation							51,979										51,979
Exercise of stock options and incentive-based transactions							(3,167)				26,529						23,362
Repurchase of common stock											(457,946)						(457,946)



Divestiture of noncontrolling interest															(1,013)		(1,013)
Balance, October 3, 2021	$	—	$	160,939	$	60,614	$	1,240,012	$	2,565,538	$	(1,200,409)	$	(298,400)	$	8,839	$	2,537,133

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 October 2, 2022 may not be indicative of the results that may be expected for the year ending December 31, 2022 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, 2021 (our “2021 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. However, beginning in 2021 and throughout 2022, ongoing strong demand for consumer goods and the effects of COVID-19 mitigation strategies have led to broad-based supply chain disruptions across the U.S. and globally, including inflation on many consumer products, labor shortages and demand outpacing supply. We continue to work 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, including broad-based supply chain disruptions, rising levels of inflation, the spread of COVID-19 variants or resurgences, 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 and evolving impacts to our business and consolidated financial statements.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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


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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

rates. Entities may apply this ASU upon issuance through December 31, 2022 on a prospective basis. We early adopted the provisions of this ASU in the first quarter of 2022. Adoption of the new standard did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606) rather than adjust them to fair value at the acquisition date. ASU 2021-08 is effective for annual periods beginning after December 15, 2022 and interim periods within those annual periods. This ASU should be applied prospectively to business combinations occurring on or after the date of adoption. Evaluation of this new standard is dependent on multiple circumstances including the timing and complexity of completed business combinations. As a result, we intend to adopt the provisions of this ASU in the first quarter of 2023.

In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations. This ASU requires a buyer in a supplier finance program to disclose qualitative and quantitative information about the program including the program’s nature, activity during the period, changes from period to period and potential magnitude. ASU 2022-04 is effective for annual periods beginning after December 15, 2022 and interim periods within those annual periods. A rollforward of obligations during the annual period, including the amount of obligations confirmed and obligations subsequently paid, is effective for annual periods beginning after December 15, 2023 with early adoption permitted. This ASU should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. Adoption of the new standard is not expected to have a material impact on our consolidated financial statements.

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 ACQUISITIONS AND DIVESTITURE

2021 Activity

Pretzels Inc.

On December 14, 2021, we completed the acquisition of Pretzels Inc. (“Pretzels”), previously a privately held company that manufactures and sells pretzels and other salty snacks for other branded products and private labels in the United States. Pretzels is an industry leader in the pretzel category with a product portfolio that includes filled, gluten free and seasoned pretzels, as well as extruded snacks that complements Hershey’s snacks portfolio. Based in Bluffton, Indiana, Pretzels operates three manufacturing locations in Indiana and Kansas. Pretzels provides Hershey deep pretzel category and product expertise and the manufacturing capabilities to support brand growth and future pretzel innovation. The cash consideration paid for Pretzels totaled $304,334 and consisted of cash on hand and short-term borrowings. Acquisition-related costs for the Pretzels acquisition were immaterial.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 9

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The acquisition has been accounted for as a business combination and, accordingly, Pretzels has been included within the North America Salty Snacks segment from the date of acquisition. The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows:


	Initial Allocation (1)		Adjustments		Final Allocation
Goodwill	$	165,301	$	890	$	166,191
Other intangible assets	32,100		(6,000)		26,100
Current assets acquired	30,717		118		30,835
Property, plant and equipment, net	96,099		4,617		100,716
Other non-current assets, primarily operating lease ROU assets	111,787		—		111,787
Deferred income taxes	541		232		773
Current liabilities assumed	(22,713)		—		(22,713)
Other long-term liabilities, primarily operating lease liabilities	(109,355)		—		(109,355)
Net assets acquired	$	304,477	$	(143)	$	304,334

(1) As reported in the Company’s 2021 Annual Report on Form 10-K.

The purchase price allocation presented above has been finalized as of the third quarter of 2022. The measurement period adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed, specifically, post-closing adjustments to the working capital acquired including certain holdbacks.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired (including the identifiable intangible assets). A portion of goodwill derived from this acquisition is deductible for tax purposes and reflects the value of leveraging our brand building expertise, supply chain capabilities and retail relationships to accelerate growth and access to the portfolio of Pretzels’ products.

Other intangible assets include trademarks valued at $5,700 and customer relationships valued at $20,400. Trademarks were assigned an estimated useful life of five years and customer relationships were assigned an estimated useful life of 19 years.

Dot's Pretzels, LLC

On December 13, 2021, we completed the acquisition of Dot’s Pretzels, LLC (“Dot’s”), previously a privately held company that produces and sells pretzels and other snack food products to retailers and distributors in the United States, with Dot’s Homestyle Pretzels snacks as its primary product. Dot’s is the fastest-growing scale brand in the pretzel category and complements Hershey’s snacks portfolio. The cash consideration paid for Dot’s totaled $891,169 and consisted of cash on hand and short-term borrowings. Acquisition-related costs for the Dot’s acquisition were immaterial.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 10

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The acquisition has been accounted for as a business combination and, accordingly, Dot’s has been included within the North America Salty Snacks segment from the date of acquisition. The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows:


	Initial Allocation (1)		Adjustments		Final Allocation
Goodwill	$	303,345	$	(18,918)	$	284,427
Other intangible assets	526,300		16,800		543,100
Current assets acquired	51,121		—		51,121
Property, plant and equipment, net	39,256		1,010		40,266
Other non-current assets	2,201		—		2,201
Other liabilities assumed, primarily current liabilities	(28,057)		(1,889)		(29,946)
Net assets acquired	$	894,166	$	(2,997)	$	891,169

(1) As reported in the Company’s 2021 Annual Report on Form 10-K.

The purchase price allocation presented above has been finalized as of the third quarter of 2022. The measurement period adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed, specifically, the refinement of certain assumptions in the value of customer relationships based on an analysis of historical customer-specific data and post-closing adjustments to the working capital acquired including certain holdbacks.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired (including the identifiable intangible assets). The goodwill derived from this acquisition is deductible for tax purposes and reflects the value of leveraging our brand building expertise, supply chain capabilities and retail relationships to accelerate growth and access to the portfolio of Dot’s products.

Other intangible assets include trademarks valued at $336,600 and customer relationships valued at $206,500. Trademarks were assigned an estimated useful life of 33 years and customer relationships were assigned an estimated useful life of 18 years.

Lily's Sweets, LLC

On June 25, 2021, we completed the acquisition of Lily’s Sweets, LLC (“Lily’s”), previously a privately held company that sells a line of sugar-free and low-sugar confectionery foods to retailers and distributors in the United States and Canada. Lily’s products include dark and milk chocolate style bars, baking chips, peanut butter cups and other confection products that complement Hershey’s confectionery and confectionery-based portfolio. The cash consideration paid for Lily’s totaled $422,210 and the Company may be required to pay additional cash consideration if certain defined targets related to net sales and gross margin were exceeded during the period from the closing date through December 31, 2021. As of the acquisition date, the estimated fair value of the contingent consideration obligation was classified as a liability of $5,000 and was determined using a scenario-based analysis on forecasted future results. Based on financial results through December 31, 2021, the fair value was reduced during the fourth quarter of 2021 to $1,250, with the adjustment to fair value recorded in the selling, marketing and administrative (“SM&A”) expense caption within the Consolidated Statements of Income. We paid this contingent consideration during the second quarter of 2022. Acquisition-related costs for the Lily’s acquisition were immaterial.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 11

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The acquisition has been accounted for as a business combination and, accordingly, Lily’s has been included within the North America Confectionery segment from the date of acquisition. The purchase consideration, inclusive of the acquisition date fair value of the contingent consideration, was allocated to assets acquired and liabilities assumed based on their respective fair values as follows:


Goodwill	$	175,826
Other intangible assets	235,800
Other assets acquired, primarily current assets	33,092
Other liabilities assumed, primarily current liabilities	(9,620)
Deferred income taxes	(7,888)
Net assets acquired	$	427,210

The purchase price allocation presented above has been finalized as of the fourth quarter of 2021 and includes an immaterial amount of measurement period adjustments. The measurement period adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed.

Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired (including the identifiable intangible assets). The majority of goodwill derived from this acquisition is deductible for tax purposes and reflects the value of leveraging our brand building expertise, supply chain capabilities and retail relationships to accelerate growth and access to the portfolio of Lily’s products.

Other intangible assets include trademarks valued at $151,600 and customer relationships valued at $84,200. Trademarks were assigned an estimated useful life of 33 years and customer relationships were assigned estimated useful lives ranging from 17 to 18 years.

Lotte Shanghai Foods Co., Ltd.

In January 2021, we completed the divestiture of Lotte Shanghai Foods Co., Ltd., which was previously included within the International 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 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 nine months ended October 2, 2022 are as follows:


	North America Confectionery		North America Salty Snacks		International		Total
Balance at December 31, 2021	$	2,026,006	$	589,798	$	17,370	$	2,633,174

Measurement period adjustments (see Note 2)	—		(18,028)		—		(18,028)

Foreign currency translation	(9,733)		—		(524)		(10,257)
Balance at October 2, 2022	$	2,016,273	$	571,770	$	16,846	$	2,604,889


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 12

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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


	October 2, 2022				December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Intangible assets subject to amortization:
Trademarks	$	1,700,950	$	(177,195)	$	1,705,390	$	(141,760)
Customer-related	512,539		(85,687)		504,667		(65,131)
Patents	7,890		(7,890)		8,623		(8,623)

Total	2,221,379		(270,772)		2,218,680		(215,514)

Intangible assets not subject to amortization:
Trademarks	34,492				34,422
Total other intangible assets	$	1,985,099			$	2,037,588

Total amortization expense for the three months ended October 2, 2022 and October 3, 2021 was $19,909 and $13,936, respectively. Total amortization expense for the nine months ended October 2, 2022 and October 3, 2021 was $59,827 and $37,192, respectively. In 2022, our amortization expense increased as a result of our 2021 business combination activity (see Note 2).

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 October 2, 2022, 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 2021 Annual Report on Form 10-K.

In addition to the revolving credit facility, we maintain lines of credit with domestic and international commercial banks. Commitment fees relating to our revolving credit facility and lines of credit are not material. Short-term debt consisted of the following:


	October 2, 2022			December 31, 2021
Short-term foreign bank borrowings against lines of credit	$	130,343		$	119,038
U.S. commercial paper	663,528			820,385
Total short-term debt	$	793,871		$	939,423
Weighted average interest rate on outstanding commercial paper	3.0		%	0.1		%


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 13

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Long-term Debt

Long-term debt consisted of the following:


Debt Type and Rate	Maturity Date	October 2, 2022		December 31, 2021
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)		69,719		69,146
Net impact of interest rate swaps, debt issuance costs and unamortized debt discounts		(20,486)		(23,314)
Total long-term debt		4,092,872		4,089,471
Less—current portion		752,201		2,844
Long-term portion		$	3,340,671	$	4,086,627

Interest Expense

Net interest expense consists of the following:


	Three Months Ended				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
Interest expense	$	38,520	$	33,066	$	109,526	$	106,597
Capitalized interest	(2,487)		(2,380)		(6,155)		(7,181)
Interest expense	36,033		30,686		103,371		99,416
Interest income	(655)		(532)		(1,401)		(1,761)
Interest expense, net	$	35,378	$	30,154	$	101,970	$	97,655


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 14

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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 exchange-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 $679,205 as of October 2, 2022 and $313,200 as of December 31, 2021.

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 $33,002 at October 2, 2022 and $94,623 at December 31, 2021. 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 $537 at October 2, 2022 and $2,993 at December 31, 2021. 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.

Interest Rate Risk

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 October 2, 2022 and December 31, 2021 was $19,768 and $24,975, respectively.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 15

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The following table presents the classification of derivative assets and liabilities within the Consolidated Balance Sheets as of October 2, 2022 and December 31, 2021:


	October 2, 2022				December 31, 2021
	Assets (1)		Liabilities (1)		Assets (1)		Liabilities (1)
Derivatives designated as cash flow hedging instruments:

Foreign exchange contracts	$	8,383	$	4,945	$	2,949	$	711






Derivatives not designated as hedging instruments:
Commodities futures and options (2)	5,797		493		2,423		1,376
Deferred compensation derivatives	—		1,098		2,412		—
Foreign exchange contracts	380		148		550		—
	6,177		1,739		5,385		1,376
Total	$	14,560	$	6,684	$	8,334	$	2,087

(1)Derivative 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 October 2, 2022, amounts reflected on a net basis in liabilities were assets of $44,502 and liabilities of $39,740, 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 liabilities at December 31, 2021 were assets of $31,774 and liabilities of $32,701. At October 2, 2022 and December 31, 2021, the remaining amount reflected in assets and liabilities related to the fair value of other non-exchange traded derivative instruments, respectively.

Income Statement Impact of Derivative Instruments

The effect of derivative instruments on the Consolidated Statements of Income for the three months ended October 2, 2022 and October 3, 2021 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)
	2022		2021		2022		2021		2022		2021
Commodities futures and options	$	(14,044)	$	33,643	$	—	$	—	$	—	$	—
Foreign exchange contracts	(39)		1		891		5,779		421		(2,030)
Interest rate swap agreements	—		—		—		—		(2,679)		(2,679)
Deferred compensation derivatives	(1,098)		82		—		—		—		—
Total	$	(15,181)	$	33,726	$	891	$	5,779	$	(2,258)	$	(4,709)


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 16

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The effect of derivative instruments on the Consolidated Statements of Income for the nine months ended October 2, 2022 and October 3, 2021 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)
	2022		2021		2022		2021		2022		2021
Commodities futures and options	$	28,027	$	64,199	$	—	$	—	$	—	$	—
Foreign exchange contracts	(173)		574		245		(2,200)		(956)		(5,174)
Interest rate swap agreements	—		—		—		—		(8,187)		(8,353)
Deferred compensation derivatives	(6,142)		3,592		—		—		—		—
Total	$	21,712	$	68,365	$	245	$	(2,200)	$	(9,143)	$	(13,527)

(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 pre-tax 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 $7,479 as of October 2, 2022. This amount is primarily associated with interest rate swap agreements.

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.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 17

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of October 2, 2022 and December 31, 2021:


	Assets (Liabilities)
	Level 1		Level 2		Level 3		Total
October 2, 2022:
Derivative Instruments:
Assets:
Foreign exchange contracts (1)	$	—	$	8,763	$	—	$	8,763


Commodities futures and options (3)	5,797		—		—		5,797
Liabilities:
Foreign exchange contracts (1)	—		5,093		—		5,093

Deferred compensation derivatives (2)	—		1,098		—		1,098
Commodities futures and options (3)	493		—		—		493
December 31, 2021:
Assets:
Foreign exchange contracts (1)	$	—	$	3,499	$	—	$	3,499

Deferred compensation derivatives (2)	—		2,412		—		2,412
Commodities futures and options (3)	2,423		—		—		2,423
Liabilities:
Foreign exchange contracts (1)	—		711		—		711


Commodities futures and options (3)	1,376		—		—		1,376

(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 October 2, 2022 and December 31, 2021 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
	October 2, 2022		December 31, 2021		October 2, 2022		December 31, 2021
Current portion of long-term debt	$	745,579	$	2,844	$	752,201	$	2,844
Long-term debt	2,827,974		4,274,304		3,340,671		4,086,627
Total	$	3,573,553	$	4,277,148	$	4,092,872	$	4,089,471


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 18

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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.

In connection with the acquisitions of Pretzels, Dot’s and Lily’s during 2021, as discussed in Note 2, we used various valuation techniques to determine fair value, with the primary techniques being discounted cash flow analysis and the relief-from-royalty, a form of the multi-period excess earnings, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.

During the nine months ended October 2, 2022 and October 3, 2021, we recorded no impairment charges.

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 consolidated 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 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 October 2, 2022 and October 3, 2021 were as follows:


		Three Months Ended
Lease expense	Classification	October 2, 2022		October 3, 2021
Operating lease cost	Cost of sales or SM&A (1)	$	11,812	$	10,764
Finance lease cost:
Amortization of ROU assets	Depreciation and amortization (1)	1,539		1,971
Interest on lease liabilities	Interest expense, net	1,030		1,100
Net lease cost (2)		$	14,381	$	13,835


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 19

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The components of lease expense for the nine months ended October 2, 2022 and October 3, 2021 were as follows:


		Nine Months Ended
Lease expense	Classification	October 2, 2022		October 3, 2021
Operating lease cost	Cost of sales or SM&A (1)	$	37,309	$	33,318
Finance lease cost:
Amortization of ROU assets	Depreciation and amortization (1)	4,989		6,032
Interest on lease liabilities	Interest expense, net	3,083		3,321
Net lease cost (2)		$	45,381	$	42,671

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

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

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


	October 2, 2022		December 31, 2021
Weighted-average remaining lease term (years)
Operating leases	15.2		15.4
Finance leases	29.2		30.0

Weighted-average discount rate
Operating leases	3.1	%	3.1	%
Finance leases	6.1	%	6.1	%

Supplemental balance sheet information related to leases were as follows:


Leases	Classification	October 2, 2022		December 31, 2021
Assets
Operating lease ROU assets	Other non-current assets	$	328,098	$	351,712

Finance lease ROU assets, at cost	Property, plant and equipment, gross	84,073		89,190
Accumulated amortization	Accumulated depreciation	(14,396)		(16,694)
Finance lease ROU assets, net	Property, plant and equipment, net	69,677		72,496

Total leased assets		$	397,775	$	424,208

Liabilities
Current
Operating	Accrued liabilities	$	31,415	$	36,292
Finance	Current portion of long-term debt	2,934		3,564
Non-current
Operating	Other long-term liabilities	295,694		310,899
Finance	Long-term debt	66,785		65,582
Total lease liabilities		$	396,828	$	416,337


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 20

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The maturity of our lease liabilities as of October 2, 2022 were as follows:


	Operating leases		Finance leases		Total
2022 (rest of year)	$	10,184	$	1,860	$	12,044
2023	40,229		6,494		46,723
2024	37,277		5,560		42,837
2025	26,118		4,398		30,516
2026	22,258		4,025		26,283
Thereafter	284,584		146,082		430,666
Total lease payments	420,650		168,419		589,069
Less: Imputed interest	93,541		98,700		192,241
Total lease liabilities	$	327,109	$	69,719	$	396,828

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


	Nine Months Ended
	October 2, 2022		October 3, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	34,528	$	32,243
Operating cash flows from finance leases	3,083		3,321
Financing cash flows from finance leases	3,336		3,313

ROU assets obtained in exchange for lease liabilities:
Operating leases	$	6,629	$	7,013
Finance leases	4,192		436

8. INVESTMENTS IN UNCONSOLIDATED AFFILIATES

We invest in partnerships that 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 17).

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 were $132,226 and $93,089 as of October 2, 2022 and December 31, 2021, respectively.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 21

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
Cost of sales	$	(1)	$	213	$	3	$	5,250
Selling, marketing and administrative expense	394		2,819		2,096		5,795
Business realignment costs	—		365		274		2,748
Costs associated with business realignment activities	$	393	$	3,397	$	2,373	$	13,793

Costs recorded by program during the three and nine months ended October 2, 2022 and October 3, 2021 related to these activities were as follows:


	Three Months Ended				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
International Optimization Program:
Severance and employee benefit costs	$	2	$	377	$	287	$	3,199
Other program costs	391		3,020		2,086		10,594



Total	$	393	$	3,397	$	2,373	$	13,793

Amounts classified as liabilities qualifying as exit and disposal costs primarily represent employee-related and certain third-party service provider charges, however, such amounts at October 2, 2022 are not significant.

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 the end of 2023, 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 segment. However, segment operating results do not include these business realignment expenses because we evaluate segment performance excluding such costs.

For the nine months ended October 2, 2022 and October 3, 2021, we recognized total costs associated with the International Optimization Program of $2,373 and $13,793, respectively. 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 $48,315.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 22

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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 nine months ended October 2, 2022 and October 3, 2021 were 19.7% and 21.4%, respectively. Relative to the statutory rate, the 2022 effective tax rate was impacted by investment tax credits, partially offset by state taxes.

The Company 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 disputes are currently underway, including multi-year controversies at various stages of review, negotiation and litigation in Malaysia, Mexico, China, Canada 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 $15,220 within the next 12 months because of the expiration of statutes of limitations and settlements of tax audits.

Inflation Reduction Act

On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law. The IRA enacted a 15% corporate minimum tax on certain corporations and an excise tax on share repurchases after December 31, 2022, and created and extended certain energy-related tax credits and incentives. We currently do not expect the tax-related provisions of the IRA to have a material impact on our consolidated financial statements, including our annual effective tax rate, or on our liquidity. We will continue to monitor and assess the impact the IRA may have on our business and financial results.

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 Coronavirus Aid, Relief, and Economic Security (“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 nine months ended October 3, 2021.

Coronavirus Aid, Relief, and Economic Security Act

On March 27, 2020, the 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 nine months ended October 3, 2021.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 23

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

11. PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

Net Periodic Benefit Cost

The components of net periodic benefit cost for the three months ended October 2, 2022 and October 3, 2021 were as follows:


	Pension Benefits				Other Benefits
	Three Months Ended				Three Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
Service cost	$	4,028	$	5,256	$	80	$	45
Interest cost	8,810		4,785		1,154		964
Expected return on plan assets	(11,973)		(12,249)		—		—
Amortization of prior service credit	(1,413)		(1,536)		—		—
Amortization of net loss	4,563		4,585		26		—
Settlement loss	3,728		5,408		—		—
Total net periodic benefit cost	$	7,743	$	6,249	$	1,260	$	1,009

We made contributions of $824 and $1,484 to the pension plans and other benefits plans, respectively, during the third quarter of 2022. In the third quarter of 2021, we made contributions of $25,711 and $3,527 to our pension plans and other benefit plans, respectively. The contributions in 2022 and 2021 also included benefit payments from our non-qualified pension plans and post-retirement benefit plans.

The components of net periodic benefit cost for the nine months ended October 2, 2022 and October 3, 2021 were as follows:


	Pension Benefits				Other Benefits
	Nine Months Ended				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
Service cost	$	13,639	$	16,178	$	238	$	135
Interest cost	20,438		13,511		3,467		2,893
Expected return on plan assets	(36,788)		(36,861)		—		—
Amortization of prior service credit	(4,238)		(4,607)		—		—
Amortization of net loss	10,402		16,005		77		—
Settlement loss	14,104		12,848		—		—
Total net periodic benefit cost	$	17,557	$	17,074	$	3,782	$	3,028

We made contributions of $4,580 and $12,059 to the pension plans and other benefits plans, respectively, during the first nine months of 2022. In the first nine months of 2021, we made contributions of $26,894 and $11,682 to our pension plans and other benefit plans, respectively. The contributions in 2022 and 2021 also included benefit payments from our non-qualified pension plans and post-retirement benefit plans.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 24

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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 17).

During the first nine months of 2022, we recognized pension settlement charges in our hourly retirement plan and salaried 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 third quarter 2022 settlements, the related plan assets and liabilities were remeasured using a discount rate as of the remeasurement date that was 288 basis points higher than the rate as of December 31, 2021 and an expected rate of return on plan assets of 5.8%.

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 Human Capital Committee of our Board and if in accordance with an applicable deferred compensation plan of the Company. Currently, the Compensation and Human Capital 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				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
Pre-tax compensation expense	$	18,079	$	18,527	$	50,640	$	51,009
Related income tax benefit	2,990		2,791		9,925		10,814

Compensation expenses for stock compensation plans are primarily included in selling, marketing and administrative expense. As of October 2, 2022, total stock-based compensation expense related to non-vested awards not yet recognized was $93,265 and the weighted-average period over which this amount is expected to be recognized was approximately 1.8 years.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 25

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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 October 2, 2022 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	1,332,956	$102.78	4.3 years
Granted	4,025	$202.03
Exercised	(315,250)	$98.38
Forfeited	(3,858)	$102.97
Expired	(1,873)	$103.07
Outstanding as of October 2, 2022	1,016,000	$104.53	4.0 years	$	117,793
Options exercisable as of October 2, 2022	978,507	$102.65	3.8 years	$	115,291

The weighted-average fair value of options granted was $37.28 and $24.12 per share for the periods ended October 2, 2022 and October 3, 2021, respectively. The fair value was estimated on the date of grant using a Black-Scholes option-pricing model and the following weighted-average assumptions:


	Nine Months Ended
	October 2, 2022		October 3, 2021
Dividend yields	1.9	%	2.2	%
Expected volatility	21.1	%	21.8	%
Risk-free interest rates	1.9	%	1.0	%
Expected term in years	6.3		6.3

The total intrinsic value of options exercised was $36,362 and $28,416 for the periods ended October 2, 2022 and October 3, 2021, respectively.

Performance Stock Units and Restricted Stock Units

Under the EICP, we grant PSUs to select executives and other key employees. Vesting is contingent upon the achievement of certain performance objectives. We grant PSUs over three-year performance cycles. If we meet targets for financial measures at the end of the applicable three-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 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 nine months ended October 2, 2022 and October 3, 2021 can range from 0% to 250% of the targeted amounts.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 26

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

We recognize the compensation expenses associated with PSUs ratably over the three-year term. Compensation expenses are 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 nine months ended October 2, 2022 and October 3, 2021, 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 October 2, 2022 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	1,303,521	$146.96
Granted	305,109	$211.29
Performance assumption change (1)	105,143	$245.93
Vested	(505,135)	$130.07
Forfeited	(27,016)	$163.35
Outstanding as of October 2, 2022	1,181,622	$182.34

(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.


	Nine Months Ended
	October 2, 2022			October 3, 2021
Units granted	305,109			392,419
Weighted-average fair value at date of grant	$	211.29		$	153.97
Monte Carlo simulation assumptions:
Estimated values	$	100.41		$	66.44
Dividend yields	1.8		%	2.2		%
Expected volatility	25.3		%	26.4		%

The fair value of shares vested totaled $103,081 and $50,361 for the periods ended October 2, 2022 and October 3, 2021, respectively.

Deferred PSUs, deferred RSUs and deferred stock units representing directors’ fees totaled 265,359 units as of October 2, 2022. Each unit is equivalent to one share of the Company’s Common Stock.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 27

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

13. SEGMENT INFORMATION

The Company reports its operations through three reportable segments: (i) North America Confectionery, (ii) North America Salty Snacks and (iii) International. This organizational structure aligns with how our Chief Operating Decision Maker (“CODM”) manages our business, including resource allocation and performance assessment, and further aligns with our product categories and the key markets we serve.

•North America Confectionery – This segment is responsible for our traditional chocolate and non-chocolate confectionery market position in the United States and Canada. This includes our business in chocolate and non-chocolate confectionery, gum and refreshment products, protein bars, spreads, snack bites and mixes, as well as pantry and food service lines. This segment also includes our retail operations, including Hershey’s Chocolate World stores in Hershey, Pennsylvania; New York, New York; Las Vegas, Nevada; 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.

•North America Salty Snacks – This segment is responsible for our salty snacking products in the United States. This includes ready-to-eat popcorn, baked and trans fat free snacks, pretzels and other snacks.

•International – International 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 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.

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.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 28

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				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
Net sales:
North America Confectionery	$	2,235,550	$	2,024,243	$	6,361,695	$	5,700,031
North America Salty Snacks	275,024		147,108		757,443		396,729
International	217,579		188,488		647,818		548,449
Total	$	2,728,153	$	2,359,839	$	7,766,956	$	6,645,209

Segment income:
North America Confectionery	$	706,815	$	655,599	$	2,107,564	$	1,852,692
North America Salty Snacks	44,516		29,639		103,250		81,058
International	35,379		19,550		108,058		74,526
Total segment income	786,710		704,788		2,318,872		2,008,276
Unallocated corporate expense (1)	179,632		145,028		518,834		434,070
Unallocated mark-to-market losses (gains) on commodity derivatives	50,065		(18,468)		63,524		(24,137)

Costs associated with business realignment activities (see Note 9)	393		3,397		2,373		13,793


Operating profit	556,620		574,831		1,734,141		1,584,550
Interest expense, net (see Note 4)	35,378		30,154		101,970		97,655
Other (income) expense, net (see Note 17)	48,157		23,004		78,222		32,612
Income before income taxes	$	473,085	$	521,673	$	1,553,949	$	1,454,283

(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				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in income	$	14,044	$	(33,643)	$	(28,027)	$	(64,199)
Net gains on commodity derivative positions reclassified from unallocated to segment income	36,021		15,175		91,551		40,062
Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative (gains) losses	$	50,065	$	(18,468)	$	63,524	$	(24,137)

As of October 2, 2022, 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 $23,389. Based on our forecasts of the timing of the recognition of the underlying hedged items, we expect to reclassify net pre-tax gains on commodity derivatives of $32,656 to segment operating results in the next twelve months.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 29

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				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
North America Confectionery	$	56,678	$	53,124	$	170,025	$	157,313
North America Salty Snacks	17,444		6,984		51,106		20,909
International	5,929		5,547		17,510		17,203
Corporate	14,149		12,368		40,441		36,528
Total	$	94,200	$	78,023	$	279,082	$	231,953

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


	Three Months Ended				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
Net sales:
United States	$	2,392,590	$	2,017,378	$	6,793,283	$	5,681,498
All other countries	335,563		342,461		973,673		963,711
Total	$	2,728,153	$	2,359,839	$	7,766,956	$	6,645,209

14. TREASURY STOCK ACTIVITY

A summary of our treasury stock activity is as follows:


	Nine Months Ended October 2, 2022
	Shares	Dollars
		In thousands

Milton Hershey School Trust repurchase	1,000,000	$	203,350
Shares repurchased in the open market to replace Treasury Stock issued for stock options and incentive compensation	679,000	151,921
Total share repurchases	1,679,000	355,271
Shares issued for stock options and incentive compensation	(638,400)	(26,564)
Net change	1,040,600	$	328,707

In February 2022, the Company entered into a Stock Purchase Agreement with Hershey Trust Company, as trustee for the Milton Hershey School Trust (the “School Trust”), pursuant to which the Company purchased 1,000,000 shares of the Company’s Common Stock from the School Trust at a price equal to $203.35 per share, for a total purchase price of $203,350.

In July 2018, our Board of Directors approved a $500,000 share repurchase authorization to repurchase shares of our Common Stock. As of October 2, 2022, $109,983 remained available for repurchases of our Common Stock under this program. In May 2021, our Board of Directors approved an additional $500,000 share repurchase authorization. This program is to commence after the existing 2018 authorization is completed and is to be utilized at management’s discretion. 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.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 30

THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

15. CONTINGENCIES

The Company is subject to certain legal proceedings and claims arising out of the ordinary course of our business, which cover a wide range of matters including trade regulation, product liability, advertising, contracts, environmental issues, patent and trademark matters, labor and employment matters, human and workplace rights matters and tax. 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.


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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

16. 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. In June 2022, 1,500,000 shares of Class B Common Stock were converted to Common Stock by Hershey Trust Company, as trustee for the School Trust. 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
	October 2, 2022				October 3, 2021
	Common Stock		Class B Common Stock		Common Stock		Class B Common Stock
Basic earnings per share:
Numerator:
Allocation of distributed earnings (cash dividends paid)	$	152,262	$	54,743	$	131,247	$	49,643
Allocation of undistributed earnings	141,630		50,852		191,575		72,462
Total earnings—basic	$	293,892	$	105,595	$	322,822	$	122,105

Denominator (shares in thousands):
Total weighted-average shares—basic	147,169		58,114		145,665		60,614

Earnings Per Share—basic	$	2.00	$	1.82	$	2.22	$	2.01

Diluted earnings per share:
Numerator:
Allocation of total earnings used in basic computation	$	293,892	$	105,595	$	322,822	$	122,105
Reallocation of total earnings as a result of conversion of Class B common stock to Common stock	105,595		—		122,105		—
Reallocation of undistributed earnings	—		(251)		—		(369)
Total earnings—diluted	$	399,487	$	105,344	$	444,927	$	121,736

Denominator (shares in thousands):
Number of shares used in basic computation	147,169		58,114		145,665		60,614
Weighted-average effect of dilutive securities:
Conversion of Class B common stock to Common shares outstanding	58,114		—		60,614		—
Employee stock options	561		—		625		—
Performance and restricted stock units	430		—		522		—
Total weighted-average shares—diluted	206,274		58,114		207,426		60,614

Earnings Per Share—diluted	$	1.94	$	1.81	$	2.14	$	2.01

The earnings per share calculations for the three months ended October 2, 2022 excluded 4 stock options (in thousands), that would have been antidilutive. There were no antidilutive stock options for the three months ended October 3, 2021.


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THE HERSHEY COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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


	Nine Months Ended
	October 2, 2022				October 3, 2021
	Common Stock		Class B Common Stock		Common Stock		Class B Common Stock
Basic earnings per share:
Numerator:
Allocation of distributed earnings (cash dividends paid)	$	415,599	$	152,390	$	366,934	$	138,260
Allocation of undistributed earnings	498,070		182,462		462,505		174,257
Total earnings—basic	$	913,669	$	334,852	$	829,439	$	312,517

Denominator (shares in thousands):
Total weighted-average shares—basic	146,557		59,058		146,259		60,614

Earnings Per Share—basic	$	6.23	$	5.67	$	5.67	$	5.16

Diluted earnings per share:
Numerator:
Allocation of total earnings used in basic computation	$	913,669	$	334,852	$	829,439	$	312,517
Reallocation of total earnings as a result of conversion of Class B common stock to Common stock	334,852		—		312,517		—
Reallocation of undistributed earnings	—		(954)		—		(847)
Total earnings—diluted	$	1,248,521	$	333,898	$	1,141,956	$	311,670

Denominator (shares in thousands):
Number of shares used in basic computation	146,557		59,058		146,259		60,614
Weighted-average effect of dilutive securities:
Conversion of Class B common stock to Common shares outstanding	59,058		—		60,614		—
Employee stock options	582		—		613		—
Performance and restricted stock units	470		—		371		—
Total weighted-average shares—diluted	206,667		59,058		207,857		60,614

Earnings Per Share—diluted	$	6.04	$	5.65	$	5.49	$	5.14

The earnings per share calculations for the nine months ended October 2, 2022 and October 3, 2021 excluded 4 and 43 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)

17. 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				Nine Months Ended
	October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021
Write-down of equity investments in partnerships qualifying for historic and renewable energy tax credits (see Note 8)	$	43,314	$	20,963	$	70,754	$	28,734
Non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans (see Note 11)	4,895		1,952		7,462		3,772

Other (income) expense, net	(52)		89		6		106
Total	$	48,157	$	23,004	$	78,222	$	32,612

18. RELATED PARTY TRANSACTIONS

Hershey Trust Company, as trustee for the trust established by Milton S. and Catherine S. Hershey that has as its sole beneficiary the School Trust, maintains voting control over The Hershey Company.

In any given year, we may engage in certain transactions with Hershey Trust Company, Milton Hershey School, the Milton Hershey School Trust and companies owned by and/or affiliated with any of the foregoing. Most transactions with these related parties are immaterial and do not require disclosure, but certain transactions are more significant in nature and have been deemed material for disclosure.

A summary of material related party transactions with Hershey Trust Company and/or its affiliates for the nine months ended October 2, 2022 is as follows:

Sale and Donation of Property, Plant and Equipment

In May 2022, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Hershey Trust Company, as trustee for the School Trust, pursuant to which the Company agreed to sell certain real and personal property consisting of approximately six acres of land located in Hershey, Pennsylvania, together with portions of a building located on the land. Additionally, in June 2022, the Company entered into a Donation Agreement with Hershey Trust Company, as trustee for The M.S. Hershey Foundation, pursuant to which the Company agreed to donate a portion of the building concurrently with the closing of the Purchase Agreement. The sale and donation transactions closed in June 2022. Total proceeds from the sale were approximately $6,300 (net of transaction and closing costs), resulting in a loss of $13,568, which was recorded in the SM&A expense caption within the Consolidated Statements of Income. The fair values of the disposed assets were supported by independent appraisals of fair market value and the proposed sales price submitted by a third-party buyer pursuant to a bona fide, arm’s length offer received prior to executing the Purchase Agreement.

Stock Purchase Agreement

In February 2022, the Company entered into a Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, pursuant to which the Company purchased shares of its Common Stock from the School Trust (see Note 14).


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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:


	October 2, 2022		December 31, 2021
Inventories:
Raw materials	$	360,789	$	395,358
Goods in process	148,837		110,008
Finished goods	862,556		649,082
Inventories at First In First Out	1,372,182		1,154,448
Adjustment to Last In First Out	(187,797)		(165,937)
Total inventories	$	1,184,385	$	988,511

Prepaid expenses and other:
Prepaid expenses	$	95,101	$	129,287

Other current assets	156,025		127,678
Total prepaid expenses and other	$	251,126	$	256,965

Property, plant and equipment:
Land	$	155,546	$	154,494
Buildings	1,521,886		1,508,139
Machinery and equipment	3,555,791		3,443,500
Construction in progress	310,338		294,824
Property, plant and equipment, gross	5,543,561		5,400,957
Accumulated depreciation	(2,920,974)		(2,814,770)
Property, plant and equipment, net	$	2,622,587	$	2,586,187

Other non-current assets:
Pension	$	8,831	$	71,618
Capitalized software, net	311,585		260,656

Operating lease ROU assets	328,098		351,712
Investments in unconsolidated affiliates	132,226		93,089
Other non-current assets	107,666		91,128
Total other non-current assets	$	888,406	$	868,203

Accrued liabilities:
Payroll, compensation and benefits	$	255,807	$	291,446
Advertising, promotion and product allowances	367,787		305,050
Operating lease liabilities	31,415		36,292

Other	190,463		222,850
Total accrued liabilities	$	845,472	$	855,638

Other long-term liabilities:
Post-retirement benefits liabilities	$	181,486	$	193,604
Pension benefits liabilities	32,544		37,023
Operating lease liabilities	295,694		310,899
Other	241,146		245,532
Total other long-term liabilities	$	750,870	$	787,058

Accumulated other comprehensive loss:
Foreign currency translation adjustments	$	(115,875)	$	(100,025)
Pension and post-retirement benefit plans, net of tax	(153,744)		(116,381)
Cash flow hedges, net of tax	(26,431)		(32,809)
Total accumulated other comprehensive loss	$	(296,050)	$	(249,215)


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 35

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 2021 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 making more moments of goodness through chocolate, sweets, mints and other great tasting snacks. We are the largest producer of quality chocolate in North America, a leading snack maker in the United States (“U.S.”) and a global leader in chocolate and non-chocolate confectionery. We market, sell and distribute our products under more than 100 brand names in approximately 80 countries worldwide.

Our principal product offerings include chocolate and non-chocolate confectionery products; gum and mint refreshment products and protein bars; pantry items, such as baking ingredients, toppings and beverages; and snack items such as spreads, bars, and snack bites and mixes, popcorn and pretzels.

Business Acquisitions and Divestiture

In December 2021, we completed the acquisition of Pretzels Inc. (“Pretzels”), previously a privately held company that manufactures and sells pretzels and other salty snacks for other branded products and private labels in the United States. Pretzels is an industry leader in the pretzel category with a product portfolio that includes filled, gluten free and seasoned pretzels, as well as extruded snacks that complements Hershey’s snacks portfolio. Based in Bluffton, Indiana, Pretzels operates three manufacturing locations in Indiana and Kansas. Pretzels provides Hershey deep pretzel category and product expertise and the manufacturing capabilities to support brand growth and future pretzel innovation. Additionally, we completed the acquisition of Dot’s Pretzels, LLC (“Dot’s”), previously a privately held company that produces and sells pretzels and other snack food products to retailers and distributors in the United States, with Dot’s Homestyle Pretzels snacks as its primary product. Dot’s is the fastest-growing scale brand in the pretzel category and complements Hershey’s snacks portfolio.

In June 2021, we completed the acquisition of Lily’s Sweets, LLC (“Lily’s”), previously a privately held company that sells a line of sugar-free and low-sugar confectionery foods to retailers and distributors in the United States and Canada. Lily’s products include dark and milk chocolate style bars, baking chips, peanut butter cups and other confection products that complement Hershey’s confectionery and confectionery-based portfolio.


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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. Throughout the pandemic we have remained committed to promoting the health and safety of our employees and communities and helping to maintain the global food supply. Through the first nine months of 2022, relatively minimal COVID-19 restrictions remained as vaccination status (including vaccine boosters) continued to increase around the world, albeit with slower than anticipated rollouts and challenges within certain countries. The lifting of restrictions has resulted in daily activities and habits being more representative of pre-pandemic times. However, beginning in 2021, and continuing through the nine months ended October 2, 2022, the continued strong demand for consumer goods and the effects of COVID-19 mitigation strategies have led to broad-based supply chain disruptions across the U.S. and globally, including inflation on many consumer products, labor shortages and demand outpacing supply. As a result, during the nine months ended October 2, 2022, we continued to experience corresponding incremental costs and gross margin pressures (see Results of Operations included in this MD&A). We are continuing to work closely with our business units, contract manufacturers, distributors, contractors and other external business partners to minimize the potential impact on our business.

In addition to COVID-19 and broad-based supply chain disruptions, certain geopolitical events, specifically the conflict between Russia and Ukraine, have increased global economic and political uncertainty. For the nine months ended October 2, 2022, this conflict did not have a material impact on our commodity prices or supply availability. However, we are continuing to monitor for any significant escalation or expansion of economic or supply chain disruptions or broader inflationary costs, which may result in material adverse effects on our results of operations.

We experienced an increase in our net sales during the three months ended October 2, 2022, which was primarily driven by strong everyday performance on our core U.S. confection brands and salty snack brands (see Segment Results included in this MD&A), partially offset by the aforementioned supply chain disruptions and gross margin pressures. As of October 2, 2022, we believe we have sufficient liquidity to satisfy our key strategic initiatives and other material cash requirements; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can operate effectively in the current economic environment. We continue to monitor our discretionary spending across the organization (see Liquidity and Capital Resources included in this MD&A).

Based on the length and severity of COVID-19 and the conflict between Russia and Ukraine, including broad-based supply chain disruptions, rising levels of inflation, new trends in COVID-19 outbreaks and hotspots, the spread of and emergence of new COVID-19 variants, resurgences of COVID-19 cases and the continued distribution of vaccinations, we may experience continued volatility in retail foot traffic, consumer shopping and consumption behavior and may experience increasing supply chain costs and higher inflation. We will continue to evaluate the nature and extent of these potential and evolving impacts on our business, consolidated results of operations, segment results, liquidity and capital resources.


Table of Contents			The Hershey Company \| Q3 2022 Form 10-Q \| Page 37

CONSOLIDATED RESULTS OF OPERATIONS


	Three Months Ended								Nine Months Ended
	October 2, 2022			October 3, 2021			Percent Change		October 2, 2022			October 3, 2021			Percent Change
In millions of dollars except per share amounts
Net sales	$	2,728.2		$	2,359.8		15.6	%	$	7,767.0		$	6,645.2		16.9	%
Cost of sales	1,619.7			1,298.5			24.7	%	4,413.0			3,609.5			22.3	%
Gross profit	1,108.5			1,061.3			4.4	%	3,354.0			3,035.7			10.5	%
Gross margin	40.6		%	45.0		%			43.2		%	45.7		%
Selling, marketing & administrative (“SM&A”) expenses	551.9			486.1			13.5	%	1,619.6			1,448.4			11.8	%
SM&A expense as a percent of net sales	20.2		%	20.6		%			20.9		%	21.8		%

Business realignment activities	—			0.4			NM		0.3			2.7			(90.0)	%
Operating profit	556.6			574.8			(3.2)	%	1,734.1			1,584.6			9.4	%
Operating profit margin	20.4		%	24.4		%			22.3		%	23.8		%
Interest expense, net	35.4			30.2			17.3	%	102.0			97.7			4.4	%
Other (income) expense, net	48.1			23.0			109.3	%	78.2			32.6			139.9	%
Provision for income taxes	73.6			76.7			(4.1)	%	305.4			311.3			(1.9)	%
Effective income tax rate	15.6%			14.7%					19.7%			21.4%
Net income including noncontrolling interest	399.5			444.9			(10.2)	%	1,248.5			1,143.0			9.2	%
Less: Net gain attributable to noncontrolling interest	—			—			NM		—			1.1			NM
Net income attributable to The Hershey Company