Document/ExhibitDescriptionPagesSize
1: 10-K The Hershey Company Form 10-K for the Year Ended HTML 3.03M
December 31, 2023
2: EX-10.18(B) First Amendment to the Hershey Co Compensation HTML 45K
Limit Replacement Plan
3: EX-19 The Hershey Company Insider Trading Policy HTML 85K
4: EX-21.1 Subsidiaries of the Registrant HTML 48K
5: EX-23.1 Consent of Ernst & Young LLP HTML 42K
9: EX-97 The Hershey Company Compensation Recovery Policy HTML 53K
6: EX-31.1 Section 302 CEO Certification HTML 45K
7: EX-31.2 Section 302 CFO Certification HTML 45K
8: EX-32.1 Section 906 CEO and CFO Certification HTML 44K
15: R1 Document and Entity Information HTML 112K
16: R2 Audit Information HTML 46K
17: R3 Consolidated Statements of Income HTML 127K
18: R4 Consolidated Statements of Comprehensive Income HTML 133K
19: R5 Consolidated Balance Sheets HTML 158K
20: R6 Consolidated Balance Sheets (Parenthetical) HTML 49K
21: R7 Consolidated Statements of Cash Flows HTML 138K
22: R8 Consolidated Statements of Stockholders' Equity HTML 112K
23: R9 Consolidated Statements of Stockholders' Equity HTML 44K
(Parenthetical)
24: R10 Summary of Significant Accounting Policies HTML 90K
25: R11 Business Acquisitions and Divestitures HTML 73K
26: R12 Goodwill and Intangible Assets HTML 90K
27: R13 Short and Long-Term Debt HTML 96K
28: R14 Derivative Instruments HTML 95K
29: R15 Fair Value Measurements Fair Value Measurements HTML 90K
30: R16 Leases HTML 105K
31: R17 Business Combinations and Asset Acquisitions HTML 46K
32: R18 Business Realignment Activities HTML 64K
33: R19 Income Taxes HTML 135K
34: R20 Pension and Other Post-Retirement Benefit Plans HTML 276K
35: R21 Stock Compensation Plans HTML 115K
36: R22 Segment Information HTML 117K
37: R23 Equity and Noncontrolling Interest HTML 69K
38: R24 Commitments and Contingencies HTML 54K
39: R25 Earnings Per Share HTML 103K
40: R26 Other (Income) Expense, Net Other (Income) HTML 53K
Expense, Net
41: R27 Related Party Transactions HTML 49K
42: R28 Supplemental Balance Sheet Information HTML 102K
43: R29 Schedule Ii - Valuation and Qualifying Accounts HTML 87K
44: R30 Pay vs Performance Disclosure HTML 53K
45: R31 Insider Trading Arrangements HTML 62K
46: R32 Summary of Significant Accounting Policies HTML 121K
(Policies)
47: R33 Summary of Significant Accounting Policies HTML 47K
(Tables)
48: R34 Business Acquisitions and Divestitures (Tables) HTML 58K
49: R35 Goodwill and Intangible Assets (Tables) HTML 97K
50: R36 Short and Long-Term Debt (Tables) HTML 99K
51: R37 Derivative Instruments (Tables) HTML 91K
52: R38 Fair Value Measurements Fair Value Measurements HTML 87K
(Tables)
53: R39 Leases (Tables) HTML 186K
54: R40 Business Realignment Activities (Tables) HTML 61K
55: R41 Income Taxes (Tables) HTML 135K
56: R42 Pension and Other Post-Retirement Benefit Plans HTML 277K
(Tables)
57: R43 Stock Compensation Plans (Tables) HTML 115K
58: R44 Segment Information (Tables) HTML 114K
59: R45 Equity and Noncontrolling Interest (Tables) HTML 58K
60: R46 Commitments and Contingencies (Tables) HTML 49K
61: R47 Earnings Per Share (Tables) HTML 101K
62: R48 Other (Income) Expense, Net Other (Income) HTML 53K
Expense, Net (Tables)
63: R49 Supplemental Balance Sheet Information (Tables) HTML 122K
64: R50 Summary of Significant Accounting Policies - HTML 46K
Description of Business and Basis of Presentation
(Details)
65: R51 Summary of Significant Accounting Policies - HTML 49K
Revenue Recognition (Details)
66: R52 Summary of Significant Accounting Policies - HTML 48K
Selling, Marketing and Administrative Expense
(Details)
67: R53 Summary of Significant Accounting Policies - HTML 50K
Accounts Receivable - Trade (Details)
68: R54 Summary of Significant Accounting Policies - HTML 44K
Inventories (Details)
69: R55 Summary of Significant Accounting Policies - HTML 56K
Property, Plant and Equipment (Details)
70: R56 Summary of Significant Accounting Policies - HTML 53K
Computer Software (Details)
71: R57 Summary of Significant Accounting Policies - HTML 42K
Goodwill and Other Intangibles Assets (Details)
72: R58 Summary of Significant Accounting Policies - HTML 52K
Supplier Finance Program Obligations (Details)
73: R59 Business Acquisitions and Divestitures - Weaver HTML 54K
Popcron Manufacturing, Inc Narrative (Details)
74: R60 Business Acquisitions and Divestitures - Pretzels, HTML 54K
Inc Narrative (Details)
75: R61 Business Acquisitions and Divestitures - Pretzels, HTML 67K
Inc Assets Acquired and Liabilities Assumed
Allocation (Details)
76: R62 Business Acquisitions and Divestitures - Dot's HTML 55K
Pretzels, Llc Narrative (Details)
77: R63 Business Acquisitions and Divestitures - Dot's HTML 62K
Pretzels, Inc. Assets Acquired An Liabilities
Assumed Allocation (Details)
78: R64 Business Acquisitions and Divestitures - Lily's HTML 60K
Sweets, Llc Narrative (Details)
79: R65 Business Acquisitions and Divestitures - Lily's HTML 59K
Sweets, Llc Assets Acquired and Liabilities
Assumed Allocation (Details)
80: R66 Goodwill and Intangible Assets - Schedule of HTML 77K
Changes in Carrying Value of Goodwill by
Reportable Segment (Details)
81: R67 Goodwill and Intangible Assets - Goodwill and HTML 46K
Intangible Assets Narrative (Details)
82: R68 Goodwill and Intangible Assets - Schedule of Gross HTML 60K
Carrying Amount and Accumulated Amortization for
Each Major Class of Intangible Asset (Details)
83: R69 Goodwill and Intangible Assets - Schedule of HTML 52K
Amortization Expense, for the Next Five Years
(Details)
84: R70 Short and Long-Term Debt - Short-Term Debt HTML 70K
Narrative (Details)
85: R71 Short and Long-Term Debt - Schedule of Long-Term HTML 112K
Debt Instruments (Details)
86: R72 Short and Long-Term Debt - Schedule of Maturities HTML 57K
of Long-Term Debt (Details)
87: R73 Short and Long-Term Debt - Schedule of Net HTML 53K
Interest Expense (Details)
88: R74 Derivative Instruments - Narrative (Details) HTML 68K
89: R75 Derivative Instruments - Schedule of the HTML 80K
Classification of Derivative Assets and
Liabilities Within the Consolidated Balance Sheets
(Details)
90: R76 Derivative Instruments - Schedule of the Effect of HTML 70K
Derivative Instruments on the Consolidated
Statements of Income (Details)
91: R77 Fair Value Measurements - Fair Value Measurements HTML 44K
Narrative (Details)
92: R78 Fair Value Measurements - Schedule of Assets and HTML 83K
Liabilities Measured at Fair Value (Details)
93: R79 Fair Value Measurements - Schedule of Fair Values HTML 56K
and Carrying Values of Long-Term Debt (Details)
94: R80 Leases - Schedule of Components of Lease Expense HTML 50K
(Details)
95: R81 Leases - Schedule of Information Regarding Our HTML 50K
Lease Terms and Discount Rates (Details)
96: R82 Leases - Supplemental Balance Sheet Information HTML 73K
Related to Leases (Details)
97: R83 Leases - Schedule of Maturities of Lease HTML 100K
Liabilities (Details)
98: R84 Leases - Schedule of Supplemental Cash Flow HTML 52K
Information Related to Leases (Details)
99: R85 Investments in Unconsolidated Affiliates (Details) HTML 45K
100: R86 Business Realignment Activities - Schedule of HTML 59K
Business Realignment Activity (Details)
101: R87 Business Realignment Activities - Business HTML 85K
Realignment Activities Narrative (Details)
102: R88 Income Taxes - Schedule of Income (Loss) Before HTML 50K
Taxes (Details)
103: R89 Income Taxes - Schedule of Components of Income HTML 69K
Tax Expense (Benefit) (Details)
104: R90 Income Taxes - Schedule of Deferred Tax Asset and HTML 93K
Liabilities (Details)
105: R91 Income Taxes - Schedule of Effective Income Tax HTML 61K
Rate Reconciliation (Details)
106: R92 Income Taxes - Schedule of Unrecognized Tax HTML 54K
Benefits Roll Forward (Details)
107: R93 Income Taxes - Income Taxes Narrative (Details) HTML 61K
108: R94 Pension and Other Post-Retirement Benefit Plans - HTML 81K
Pension and Other Post-Retirement Benefit Plans
Narrative (Details)
109: R95 Pension and Other Post-Retirement Benefit Plans - HTML 131K
Schedule of Defined Benefit Obligations, Plan
Assets and Funded Status (Details)
110: R96 Pension and Other Post-Retirement Benefit Plans - HTML 49K
Schedule of Accumulated Benefit Obligations in
Excess of Plan Assets (Details)
111: R97 Pension and Other Post-Retirement Benefit Plans - HTML 48K
Schedule of Projected Benefit Obligations in
Excess of Plan Assets (Details)
112: R98 Pension and Other Post-Retirement Benefit Plans - HTML 87K
Schedule of Components of Net Periodic Benefit
Cost (Details)
113: R99 Pension and Other Post-Retirement Benefit Plans - HTML 52K
Schedule of Weighted Average Assumptions Used in
Computing Benefit Obligations (Details)
114: R100 Pension and Other Post-Retirement Benefit Plans - HTML 52K
Schedule of Weighted Average Assumptions Used in
Computing Net Periodic Benefit Cost (Details)
115: R101 Pension and Other Post-Retirement Benefit Plans - HTML 52K
Schedule of Plan Assets Across Asset Classes
(Details)
116: R102 Pension and Other Post-Retirement Benefit Plans - HTML 117K
Schedule of Pension Plan Assets Within the Fair
Value Hierarchy (Details)
117: R103 Pension and Other Post-Retirement Benefit Plans - HTML 58K
Schedule of Expected Benefit Payments to Be Paid
(Details)
118: R104 Stock Compensation Plans - Stock Compensation HTML 88K
Plans Narrative (Details)
119: R105 Stock Compensation Plans - Schedule of HTML 45K
Compensation Expense and Income Tax Benefits for
Stock-Based Compensation Programs (Details)
120: R106 Stock Compensation Plans - Schedule of Stock HTML 82K
Option Activity (Details)
121: R107 Stock Compensation Plans - Schedule of Fair Value HTML 50K
Weighted-Average Assumptions (Details)
122: R108 Stock Compensation Plans - Schedule of Stock HTML 74K
Option Information by Exercise Price Range
(Details)
123: R109 STOCK COMPENSATION PLANS - SCHEDULE OF PSUs AND HTML 70K
RSUs ACTIVITY (Details)
124: R110 STOCK COMPENSATION PLANS - SCHEDULE OF PSUs AND HTML 64K
RSUS FAIR VALUE WEIGHTED-AVERAGE ASSUMPTIONS
(Details)
125: R111 Segment Information - Narrative (Details) HTML 55K
126: R112 Segment Information - Schedule of Net Sales and HTML 81K
Earnings by Segment (Details)
127: R113 Segment Information - Schedule of Unallocated HTML 52K
Mark-To-Market (Gains) Losses on Commodity
Derivatives (Details)
128: R114 Segment Information - Schedule of Depreciation and HTML 54K
Amortization Expense Included Within Segment
Income (Details)
129: R115 Segment Information - Schedule of Segment HTML 54K
Information by Geography (Details)
130: R116 Equity and Noncontrolling Interest - Equity and HTML 109K
Noncontrolling Interest Narrative (Details)
131: R117 Equity and Noncontrolling Interest - Schedule of HTML 69K
the Changes in the Outstanding Shares of Commmon
Stock (Details)
132: R118 Commitments and Contingencies - Schedule of HTML 53K
Purchase Obligations Covered by Putchase
Agreements With Various Suppliers Future Maturty
Schedule (Details)
133: R119 Commitments and Contingencies - Commitments and HTML 53K
Contingencies Narrative (Details)
134: R120 Earnings Per Share - Schedule of Basic and Diluted HTML 96K
Earnings Per Share (Details)
135: R121 Earnings Per Share - Earnings Per Share Narrative HTML 45K
(Details)
136: R122 Other (Income) Expense, Net - Schedule of Other HTML 49K
(Income) and Expense, Net (Details)
137: R123 Related Party Transactions (Details) HTML 54K
138: R124 Supplemental Balance Sheet Information - Schedule HTML 149K
of Supplemental Balance Sheet Information
(Details)
139: R125 Schedule Ii - Valuation and Qualifying Accounts HTML 62K
(Details)
141: XML IDEA XML File -- Filing Summary XML 274K
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140: EXCEL IDEA Workbook of Financial Report Info XLSX 288K
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‘EX-97’ — The Hershey Company Compensation Recovery Policy
The Hershey Company (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”) in accordance with Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company Manual (“Section 303A.14”), which implements Rule 10D-1 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as promulgated pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010).
II.DEFINITIONS
(a)“Accounting Restatement” means a requirement that the Company prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement
if the error were corrected in the current period or left uncorrected in the current period. Changes to the Company’s financial statements that do not represent error corrections are not an Accounting Restatement, including: (1) retrospective application of a change in accounting principle; (2) retrospective revision to reportable segment information due to a change in the structure of the Company’s internal organization; (3) retrospective reclassification due to a discontinued operation; (4) retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; and (5) retrospective revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.
(b)“Committee”
means the Compensation and Human Capital Committee of the Company’s Board of Directors (the “Board”).
(c)“Covered Person” means a person who served as an Executive Officer at any time during the performance period for the applicable Incentive-Based Compensation.
(d)“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation that was Received that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had the amount of Incentive-Based Compensation been determined based on the restated amounts, computed without regard to any taxes paid by the Covered Person or by the
Company on the Covered Person’s behalf. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of Erroneously Awarded Compensation will be based on a reasonable estimate by the Committee of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received. The Company will maintain documentation of the determination of that reasonable estimate and provide such documentation to NYSE.
(e)“Executive Officer” means the
Company’s officers as defined in Rule 16a-1(f) under the Exchange Act, including the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a significant policy-making function, or any other person (including, as applicable, executives of any of the Company’s parents or subsidiaries) who performs similar policy-making functions for the
Company.
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(f)“Financial Reporting Measures” means (1) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures (whether or not such measures are presented within the Company’s financial statements or included in a filing made with the U.S. Securities and Exchange Commission), (2) stock price and (3) total shareholder return.
(g)“Incentive-Based
Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. [Incentive-Based Compensation does not include base salary, bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures, equity awards that vest exclusively upon completion of a specified employment period, without any performance condition, and equity awards that vest based on milestones or performance conditions that are unrelated to Financial Reporting Measures.
(h)Incentive-Based Compensation is deemed to be “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the applicable
Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period or is subject to additional time-based vesting requirements.
(i)“Recovery Period” means the three completed fiscal years immediately preceding the earlier of: (1) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (2) the date a court, regulator, or other legally authorized body directs the
Company to prepare an Accounting Restatement. In addition, if there is a change in the Company’s fiscal year end, the Recovery Period will also include any transition period to the extent required by Section 303A.14.
III.RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Subject to the terms of this Policy and the requirements of Section 303A.14, if the Company is required to prepare an Accounting Restatement, the Company will attempt to recover, reasonably promptly from each Covered Person, any Erroneously Awarded Compensation that was Received by such Covered Person during the Recovery Period pursuant to Incentive-Based
Compensation that is subject to this Policy.
IV.INTERPRETATION AND ADMINISTRATION
(a)Role of the Committee. This Policy will be interpreted by the Committee in a manner that is consistent with Section 303A.14 and any other applicable law and will otherwise be interpreted in the business judgment of the Committee. All decisions and interpretations of the Committee that are consistent with Section 303A.14 will be final and binding.
(b)Compensation Not Subject to this Policy. This Policy does not apply to Incentive-Based Compensation that was Received before October 2, 2023. With respect to any Covered Person, this Policy does not apply to Incentive-Based Compensation that was Received
by such Covered Person before beginning service as an Executive Officer.
(c)Determination of Means of Recovery. Subject to the requirement that recovery be made reasonably promptly, the Committee will determine the appropriate means of recovery, which may vary between Covered Persons or based on the nature of the applicable Incentive-Based Compensation, and which may involve, without limitation, establishing a deferred
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repayment plan or setting off against current or future compensation otherwise payable to the Covered Person. Recovery of Erroneously Awarded Compensation will be made without regard to income taxes paid by the Covered Person or by the
Company on the Covered Person’s behalf in connection with such Erroneously Awarded Compensation.
(d)Determination That Recovery is Impracticable. The Company is not required to recover Erroneously Awarded Compensation if a determination is made by the Committee that either (1) after the Company has made and documented a reasonable attempt to recover such Erroneously Awarded Compensation, the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered or (2) recovery of such Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the
registrant, to fail to meet the requirements of Section 401(a)(13) or 411(a) of the Internal Revenue Code and regulations thereunder.
(e)No Indemnification or Company-Paid Insurance. The Company will not indemnify any Covered Person against the loss of Erroneously Awarded Compensation and will not pay or reimburse any Covered Person for the purchase of a third-party insurance policy to fund potential recovery obligations.
(f)Interaction with Other Clawback Provisions. The Company will be deemed to have recovered Erroneously Awarded Compensation in accordance with this Policy to the extent the
Company actually receives such amounts pursuant to any other Company policy, program or agreement (including the Company’s Equity and Incentive Compensation Plan), pursuant to Section 304 of the Sarbanes-Oxley Act or otherwise.
(g)No Limitation on Other Remedies. Nothing in this Policy will be deemed to limit the Company’s right to terminate employment of any Covered Person or to seek recovery of other compensation paid to a Covered Person. In addition, nothing in this Policy will be deemed to limit the Company’s right to pursue additional remedies or recoupment under or as required by any similar policy adopted by the
Company or under the Company’s Equity and Incentive Compensation Plan, award agreements, employment agreements or similar agreements or the applicable provisions of any law, rule or regulation.
