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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended April 2, 2023

OR

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

For the transition period from to_

Commission file number 1-183

thehersheycompanylogojulya12.jpg

THE HERSHEY COMPANY

(Exact name of registrant as specified in its charter)

Delaware23-0691590
(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)

Not Applicable

(Former name or former address, if changed since last report)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, one dollar par valueHSYNew 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 filerxAccelerated 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—147,284,984 shares, as of April 21, 2023.

Class B Common Stock, one dollar par value—57,113,777 shares, as of April 21, 2023.

THE HERSHEY COMPANY

Quarterly Report on Form 10-Q

For the Period Ended April 2, 2023

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION2
Item 1. Financial Statements2
Consolidated Statements of Income for the Three Months Ended April 2, 2023 and April 3, 20222
Consolidated Statements of Comprehensive Income for the Three Months Ended April 2, 2023 and April 3, 20223
Consolidated Balance Sheets as of April 2, 2023 and December 31, 20224
Consolidated Statements of Cash Flows for the Three Months Ended April 2, 2023 and April 3, 20225
Consolidated Statements of Stockholders’ Equity for the Three Months Ended April 2, 2023 and April 3, 20226
Notes to Unaudited Consolidated Financial Statements7
Note 1 - Summary of Significant Accounting Policies7
Note 2 - Business Acquisitions8
Note 3 - Goodwill and Intangible Assets10
Note 4 - Short and Long-Term Debt11
Note 5 - Derivative Instruments12
Note 6 - Fair Value Measurements15
Note 7 - Leases16
Note 8 - Investments in Unconsolidated Affiliates18
Note 9 - Business Realignment Activities18
Note 10 - Income Taxes19
Note 11 - Pension and Other Post-Retirement Benefit Plans20
Note 12 - Stock Compensation Plans21
Note 13 - Segment Information23
Note 14 - Treasury Stock Activity26
Note 15 - Contingencies27
Note 16 - Earnings Per Share28
Note 17 - Other (Income) Expense, Net29
Note 18 - Supplemental Balance Sheet Information30
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations32
Item 3. Quantitative and Qualitative Disclosures About Market Risk43
Item 4. Controls and Procedures44
PART II. OTHER INFORMATION45
Item 1. Legal Proceedings45
Item 1A. Risk Factors45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds45
Item 3. Defaults Upon Senior Securities45
Item 4. Mine Safety Disclosures46
Item 5. Other Information46
Item 6. Exhibits46
Signatures47
Table of ContentsThe Hershey Company | Q1 2023 Form 10-Q | Page 1Kiss_Logo.jpg

PART I — FINANCIAL INFORMATION

Next: Item 1. Financial Statements.