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-30

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 June 30, 2024
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
https://cdn.kscope.io/dcd5327a03aeac9981455f3e8c16ab93-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—147,674,274 shares, as of July 26, 2024.
Class B Common Stock, one dollar par value—54,613,514 shares, as of July 26, 2024.


THE HERSHEY COMPANY
Quarterly Report on Form 10-Q
For the Period Ended June 30, 2024

TABLE OF CONTENTS

The Hershey Company | Q2 2024 Form 10-Q | Page 1
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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 EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Net sales$2,074,480 $2,490,280 $5,327,229 $5,477,894 
Cost of sales
1,240,735 1,358,181 2,817,403 2,963,473 
Gross profit
833,745 1,132,099 2,509,826 2,514,421 
Selling, marketing and administrative expense
540,987 571,804 1,158,968 1,153,391 
Business realignment costs (benefits)4,937 (370)4,937 441 
Operating profit
287,821 560,665 1,345,921 1,360,589 
Interest expense, net41,373 36,661 81,195 74,346 
Other (income) expense, net574 84,484 32,594 87,467 
Income before income taxes245,874 439,520 1,232,132 1,198,776 
Provision for income taxes64,980 32,537 253,785 204,608 
Net income
$180,894 $406,983 $978,347 $994,168 
Net income per share—basic:
Common stock$0.92 $2.03 $4.93 $4.96 
Class B common stock$0.83 $1.88 $4.48 $4.57 
Net income per share—diluted:
Common stock$0.89 $1.98 $4.80 $4.83 
Class B common stock$0.83 $1.88 $4.47 $4.56 
Dividends paid per share:
Common stock$1.370 $1.036 $2.740 $2.072 
Class B common stock$1.245 $0.942 $2.490 $1.884 

See Notes to Unaudited Consolidated Financial Statements.
The Hershey Company | Q2 2024 Form 10-Q | Page 2
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THE HERSHEY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)

For the Three Months Ended
For the Six Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Pre-Tax AmountTax (Expense) BenefitAfter-Tax AmountPre-Tax AmountTax (Expense) BenefitAfter-Tax AmountPre-Tax AmountTax (Expense) BenefitAfter-Tax AmountPre-Tax AmountTax (Expense) BenefitAfter-Tax Amount
Net income$180,894 $406,983 $978,347 $994,168 
Other comprehensive income, net of tax:
Foreign currency translation adjustments:
Foreign currency translation gains (losses) during period$(26,844)$— (26,844)$12,395 $— 12,395 $(31,842)$— (31,842)$21,336 $— 21,336 
Pension and post-retirement benefit plans:
Net actuarial gain (loss) and service cost286 (15)271 905 (180)725 238 (8)230 924 (178)746 
Reclassification to earnings2,537 (609)1,928 7,661 (1,839)5,822 5,078 (1,218)3,860 10,888 (2,613)8,275 
Cash flow hedges:
Gains (losses) on cash flow hedging derivatives2,522 (238)2,284 (4,930)(2,271)(7,201)3,857 (322)3,535 (3,483)(1,731)(5,214)
Reclassification to earnings1,796 (213)1,583 7,246 (2,021)5,225 3,650 (968)2,682 9,253 (3,104)6,149 
Total other comprehensive income (loss), net of tax$(19,703)$(1,075)(20,778)$23,277 $(6,311)16,966 $(19,019)$(2,516)(21,535)$38,918 $(7,626)31,292 
Comprehensive income$160,116 $423,949 $956,812 $1,025,460 

See Notes to Unaudited Consolidated Financial Statements.

The Hershey Company | Q2 2024 Form 10-Q | Page 3
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THE HERSHEY COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 30, 2024December 31, 2023
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$467,058 $401,902 
Accounts receivable—trade, net846,440 823,617 
Inventories1,459,488 1,340,996 
Prepaid expenses and other562,641 345,588 
Total current assets3,335,627 2,912,103 
Property, plant and equipment, net3,368,322 3,309,678 
Goodwill2,691,613 2,696,050 
Other intangibles1,838,525 1,879,229 
Other non-current assets1,140,255 1,061,427 
Deferred income taxes41,332 44,454 
Total assets$12,415,674 $11,902,941 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$1,138,226 $1,086,183 
Accrued liabilities783,723 867,815 
Accrued income taxes37,232 29,457 
Short-term debt1,321,274 719,839 
Current portion of long-term debt605,176 305,058 
Total current liabilities3,885,631 3,008,352 
Long-term debt3,489,393 3,789,132 
Other long-term liabilities700,065 660,673 
Deferred income taxes330,719 345,698 
Total liabilities8,405,808 7,803,855 
Stockholders’ equity:
The Hershey Company stockholders’ equity
Preferred stock, shares issued: none in 2024 and 2023
— — 
Common stock, shares issued: 166,939,511 at June 30, 2024 and December 31, 2023
166,939 166,939 
Class B common stock, shares issued: 54,613,514 at June 30, 2024 and December 31, 2023
54,614 54,614 
Additional paid-in capital1,325,876 1,345,580 
Retained earnings4,997,269 4,562,263 
Treasury—common stock shares, at cost: 19,281,035 at June 30, 2024 and 17,160,099 at December 31, 2023
(2,283,219)(1,800,232)
Accumulated other comprehensive loss(251,613)(230,078)
Total stockholders’ equity4,009,866 4,099,086 
Total liabilities and stockholders’ equity$12,415,674 $11,902,941 

See Notes to Unaudited Consolidated Financial Statements.

The Hershey Company | Q2 2024 Form 10-Q | Page 4
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THE HERSHEY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
June 30, 2024July 2, 2023
Operating Activities
Net income$978,347 $994,168 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization218,185 199,787 
Stock-based compensation expense17,500 35,841 
Deferred income taxes(16,704)(27,294)
Write-down of equity investments31,391 77,360 
Unrealized gains on derivative contracts(191,142)— 
Other35,235 54,697 
Changes in assets and liabilities, net of business acquisition:
Accounts receivable—trade, net(33,051)(43,503)
Inventories(128,122)(201,906)
Prepaid expenses and other current assets(90,937)(4,457)
Accounts payable and accrued liabilities19,944 (20,271)
Accrued income taxes63,555 (3,674)
Contributions to pension and other benefit plans(5,468)(14,773)
Other assets and liabilities(3,993)3,833 
Net cash provided by operating activities894,740 1,049,808 
Investing Activities
Capital additions (including software)(343,457)(330,505)
Equity investments in tax credit qualifying partnerships(46,053)(19,077)
Business acquisitions, net of cash and cash equivalents acquired— (165,818)
Other investing activities(222)(629)
Net cash used in investing activities(389,732)(516,029)
Financing Activities
Net increase in short-term debt609,999 165,984 
Long-term borrowings, net of debt issuance costs— 744,092 
Repayment of long-term debt and finance leases(3,029)(752,367)
Cash dividends paid(543,926)(413,546)
Repurchase of common stock(494,191)(239,910)
Proceeds from exercised stock options8,285 22,021 
Taxes withheld and paid on employee stock awards
(30,012)(32,953)
Net cash used in financing activities(452,874)(506,679)
Effect of exchange rate changes on cash and cash equivalents13,022 (44,828)
Net increase (decrease) in cash and cash equivalents65,156 (17,728)
Cash and cash equivalents, beginning of period401,902 463,889 
Cash and cash equivalents, end of period$467,058 $446,161 
Supplemental Disclosure
Interest paid$87,527 $76,537 
Income taxes paid165,530 229,144 

See Notes to Unaudited Consolidated Financial Statements.

The Hershey Company | Q2 2024 Form 10-Q | Page 5
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HERSHEY COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended June 30, 2024 and July 2, 2023
(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, March 31, 2024
$— $166,939 $54,614 $1,315,813 $5,087,126 $(2,285,370)$(230,835)$4,108,287 
Net income180,894 180,894 
Other comprehensive loss(20,778)(20,778)
Dividends (including dividend equivalents):
Common Stock, $1.370 per share
(202,757)(202,757)
Class B Common Stock, $1.245 per share
(67,994)(67,994)
Stock-based compensation11,619 11,619 
Exercise of stock options and incentive-based transactions(1,556)2,130 574 
Repurchase of common stock (including excise tax)21 21 
Balance, June 30, 2024
$— $166,939 $54,614 $1,325,876 $4,997,269 $(2,283,219)$(251,613)$4,009,866 

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, April 2, 2023
$— $164,439 $57,114 $1,285,412 $3,970,562 $(1,781,155)$(238,007)$3,458,365 
Net income 406,983 406,983 
Other comprehensive income16,966 16,966 
Dividends (including dividend equivalents):
Common Stock, $1.036 per share
(152,734)(152,734)
Class B Common Stock, $0.942 per share
(53,801)(53,801)
Conversion of Class B Common Stock into Common Stock2,500 (2,500)— 
Stock-based compensation16,812 16,812 
Exercise of stock options and incentive-based transactions(977)3,140 2,163 
Repurchase of common stock (including excise tax)31 31 
Balance, July 2, 2023
$— $166,939 $54,614 $1,301,247 $4,171,010 $(1,777,984)$(221,041)$3,694,785 


The Hershey Company | Q2 2024 Form 10-Q | Page 6
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THE HERSHEY COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Six Months Ended June 30, 2024 and July 2, 2023
(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, 2023
$— $166,939 $54,614 $1,345,580 $4,562,263 $(1,800,232)$(230,078)$4,099,086 
Net income978,347 978,347 
Other comprehensive loss(21,535)(21,535)
Dividends (including dividend equivalents):
Common Stock, $2.740 per share
(407,353)(407,353)
Class B Common Stock, $2.49 per share
(135,988)(135,988)
Stock-based compensation18,009 18,009 
Exercise of stock options and incentive-based transactions(37,713)15,986 (21,727)
Repurchase of common stock (including excise tax)(498,973)(498,973)
Balance, June 30, 2024
$— $166,939 $54,614 $1,325,876 $4,997,269 $(2,283,219)$(251,613)$4,009,866 

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, 2022
$— $163,439 $58,114 $1,296,572 $3,589,781 $(1,556,029)$(252,333)$3,299,544 
Net income994,168 994,168 
Other comprehensive income31,292 31,292 
Dividends (including dividend equivalents):
Common Stock, $2.072 per share
(305,337)(305,337)
Class B Common Stock, $1.884 per share
(107,602)(107,602)
Conversion of Class B Common Stock into Common Stock3,500 (3,500)— 
Stock-based compensation35,760 35,760 
Exercise of stock options and incentive-based transactions(31,085)20,153 (10,932)
Repurchase of common stock (including excise tax)(242,108)(242,108)
Balance, July 2, 2023
$— $166,939 $54,614 $1,301,247 $4,171,010 $(1,777,984)$(221,041)$3,694,785 


See Notes to Unaudited Consolidated Financial Statements.



The Hershey Company | Q2 2024 Form 10-Q | Page 7
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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 method investments and cost, less impairment, 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 June 30, 2024 may not be indicative of the results that may be expected for the year ending December 31, 2024 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, 2023 (our “2023 Annual Report on Form 10-K”), which provides a more complete understanding of our accounting policies, financial position, operating results and other matters.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. We early adopted provisions of this ASU in the fourth quarter of 2022, with the exception of the amendment on rollforward information, which we adopted in the fourth quarter of 2023. Adoption of the new standard did not have a material impact on our consolidated financial statements.
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. As a result, we adopted the provisions of this ASU in the first quarter of 2023. This new standard was not applicable to the May 2023 acquisition of Weaver Popcorn Manufacturing, Inc. (“Weaver”) due to no contract assets or liabilities being acquired in this transaction (as discussed in Note 2); however, it will be applied in relevant future acquisitions.

The Hershey Company | Q2 2024 Form 10-Q | Page 8
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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)


Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), an amount for other segment items with a description of the composition, and disclosure of the title and position of the CODM. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the update should be applied retrospectively to each period presented in the financial statements. We are currently evaluating the impact of the new standard on our consolidated financial statements and related disclosures. As a result, we intend to adopt the provisions of this ASU in the fourth quarter of 2024.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public business entities on an annual basis to disclose specific categories in a tabular rate reconciliation and provide additional information for reconciling items that meet a five percent quantitative threshold. Additionally, the ASU requires all entities to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions where income taxes paid are equal to or greater than five percent of total income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and the update should be applied on a prospective basis, with a retrospective application permitted in the financial statements. We are currently evaluating the impact of the new standard on our consolidated financial statements and related disclosures. As a result, we intend to adopt the provisions of this ASU in the fourth quarter of 2025.
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
Manufacturing Capacity
On May 31, 2023, we completed the acquisition of certain assets that provide additional manufacturing capacity from Weaver, a leader in the production and co-packing of microwave popcorn and ready-to-eat popcorn, and former co-manufacturer of the Company’s SkinnyPop brand. The initial cash consideration paid for Weaver totaled $165,818 and consisted of cash on hand and short-term borrowings. Acquisition-related costs for the Weaver acquisition were immaterial.
The acquisition has been accounted for as a business combination and, accordingly, Weaver 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 and consisted of $85,231 to goodwill, $79,136 to property, plant and equipment, net and $1,451 to other net assets acquired. The purchase price allocation has been finalized as of the fourth quarter of 2023 and did not include measurement period adjustments.
Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired. The goodwill derived from this acquisition is deductible for tax purposes and reflects the value of leveraging our supply chain capabilities to accelerate growth and access to our portfolio of salty snacks products.
3. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying value of goodwill by reportable segment for the six months ended June 30, 2024 are as follows:
North America ConfectioneryNorth America Salty SnacksInternationalTotal
Balance at December 31, 2023
$2,020,831 $657,001 $18,218 $2,696,050 
Foreign currency translation(3,585)— (852)(4,437)
Balance at June 30, 2024
$2,017,246 $657,001 $17,366 $2,691,613 


The Hershey Company | Q2 2024 Form 10-Q | Page 9
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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

The following table provides the gross carrying amount and accumulated amortization for each major class of intangible asset:
June 30, 2024December 31, 2023
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Intangible assets subject to amortization:
Trademarks$1,701,392 $(273,432)$1,703,029 $(249,947)
Customer-related512,832 (137,324)513,910 (123,282)
Patents7,963 (7,963)8,233 (8,233)
Total
2,222,187 (418,719)2,225,172 (381,462)
Intangible assets not subject to amortization:
Trademarks35,057 35,519 
Total other intangible assets
$1,838,525 $1,879,229 
Total amortization expense for the three months ended June 30, 2024 and July 2, 2023 was $19,539 and $20,562, respectively. Total amortization expense for the six months ended June 30, 2024 and July 2, 2023 was $39,093 and $39,739, respectively.
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 $1.35 billion unsecured revolving credit facility with the option to increase borrowings by an additional $500 million with the consent of the lenders. The credit facility is scheduled to expire on April 26, 2028; however, we may extend the termination date for up to two additional one-year periods upon notice to the administrative agent.
The credit agreements governing the credit facility contain certain financial and other covenants, customary representations, warranties and events of default. As of June 30, 2024, we were in compliance with all covenants pertaining to the credit facility, and we had no significant compensating balance agreements that legally restricted access to these funds. For more information, refer to the Consolidated Financial Statements included in our 2023 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:
June 30, 2024December 31, 2023
Short-term foreign bank borrowings against lines of credit$175,812$192,278
U.S. commercial paper1,145,462527,561
Total short-term debt$1,321,274$719,839
Weighted average interest rate on outstanding commercial paper5.4 %5.4 %


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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
June 30, 2024December 31, 2023
2.050% Notes
November 15, 2024300,000 300,000 
0.900% Notes
June 1, 2025300,000 300,000 
3.200% Notes
August 21, 2025300,000 300,000 
2.300% Notes
August 15, 2026500,000 500,000 
7.200% Debentures
August 15, 2027193,639 193,639 
4.250% Notes
May 4, 2028350,000 350,000 
2.450% Notes
November 15, 2029300,000 300,000 
1.700% Notes
June 1, 2030350,000 350,000 
4.500% Notes
May 4, 2033400,000 400,000 
3.375% Notes
August 15, 2046300,000 300,000 
3.125% Notes
November 15, 2049400,000400,000
2.650% Notes
June 1, 2050350,000350,000
Finance lease obligations (see Note 7)
74,95676,385
Net impact of interest rate swaps, debt issuance costs and unamortized debt discounts(24,026)(25,834)
Total long-term debt4,094,569 4,094,190 
Less—current portion605,176305,058
Long-term portion$3,489,393 $3,789,132 
Interest Expense
Net interest expense consists of the following:
Three Months EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Interest expense$50,149 $43,893 $96,193 $86,399 
Capitalized interest(5,841)(3,721)(10,277)(6,788)
Interest expense
44,308 40,172 85,916 79,611 
Interest income(2,935)(3,511)(4,721)(5,265)
Interest expense, net
$41,373 $36,661 $81,195 $74,346 

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.



The Hershey Company | Q2 2024 Form 10-Q | Page 11
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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

Commodity Price Risk
We enter into commodities futures and options contracts and other commodity derivative instruments to reduce the effect of future price fluctuations associated with the purchase of raw materials, energy requirements and transportation services. We generally hedge commodity price risks for 3- to 24-month periods. Our open commodity derivative contracts had a notional value of $92,330 as of June 30, 2024 and $94,917 as of December 31, 2023.
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 $32,953 at June 30, 2024 and $80,068 at December 31, 2023. The effective portion of the changes in fair value on these contracts is recorded in other comprehensive income and reclassified into earnings in the same period in which the hedged transactions affect earnings. The net notional amount of foreign exchange contracts that are not designated as accounting hedges was $6,899 at June 30, 2024 and $13,665 at December 31, 2023. The change in fair value on these instruments is recorded directly in cost of sales or selling, marketing and administrative (“SM&A”) expense, depending on the nature of the underlying exposure.

Interest Rate Risk
In order to manage interest rate exposure, from time to time, we enter into interest rate swap agreements to protect against unfavorable interest rate changes relating to forecasted debt transactions. These swaps, which are settled upon issuance of the related debt, are designated as cash flow hedges and the gains and losses that are 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 June 30, 2024 and December 31, 2023 was $27,643 and $22,867, respectively.

The Hershey Company | Q2 2024 Form 10-Q | Page 12
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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

The following table presents the classification of derivative assets and liabilities within the Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
Assets (1)Liabilities (1)Assets (1)Liabilities (1)
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts$3,769 $1,312 $1,219 $1,670 
Derivatives not designated as hedging instruments:
Commodities futures and options (2)1,577 884 66 679 
Deferred compensation derivatives776 — 2,343 — 
Foreign exchange contracts607 — 1,123 — 
2,960 884 3,532 679 
Total$6,729 $2,196 $4,751 $2,349 

(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 June 30, 2024, amounts reflected on a net basis in assets were assets of $45,967 and liabilities of $45,050, 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, 2023 were assets of $29,881 and liabilities of $30,493. At June 30, 2024 and December 31, 2023, 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 June 30, 2024 and July 2, 2023 was as follows:
Non-designated HedgesCash 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)
202420232024202320242023
Commodities futures and options
$(38,300)$(6,437)$— $— $— $— 
Foreign exchange contracts 111 573 2,522 (4,930)505 966 
Interest rate swap agreements
— — — — (2,301)(8,212)
Deferred compensation derivatives
776 1,606 — — — — 
Total
$(37,413)$(4,258)$2,522 $(4,930)$(1,796)$(7,246)

The Hershey Company | Q2 2024 Form 10-Q | Page 13
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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

The effect of derivative instruments on the Consolidated Statements of Income for the six months ended June 30, 2024 and July 2, 2023 was as follows:
Non-designated HedgesCash 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)
202420232024202320242023
Commodities futures and options
$159,464 $(17,051)$— $— $— $— 
Foreign exchange contracts (156)942 3,857 (6,656)950 1,728 
Interest rate swap agreements
— — — 3,173 (4,600)(10,981)
Deferred compensation derivatives
3,047 2,879 — — — — 
Total
$162,355 $(13,230)$3,857 $(3,483)$(3,650)$(9,253)

(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 $6,416 as of June 30, 2024. 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.

The Hershey Company | Q2 2024 Form 10-Q | Page 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)

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of June 30, 2024 and December 31, 2023:
Assets / Liabilities
Level 1Level 2Level 3Total
June 30, 2024:
Derivative Instruments:
Assets:
Foreign exchange contracts (1)$—$4,376$—$4,376
Deferred compensation derivatives (2)$—$776$—$776
Commodities futures and options (3)$1,577$—$—$1,577
Liabilities:
Foreign exchange contracts (1)$—$1,312$—$1,312
Commodities futures and options (3)$884$—$—$884
December 31, 2023:
Assets:
Foreign exchange contracts (1)$—$2,342$—$2,342
Deferred compensation derivatives (2)$—$2,343$—$2,343
Commodities futures and options (3)$66$—$—$66
Liabilities:
Foreign exchange contracts (1)$—$1,670$—$1,670
Commodities futures and options (3)$679$—$—$679
(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.


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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

Other Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair values as of June 30, 2024 and December 31, 2023 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 ValueCarrying Value
June 30, 2024December 31, 2023June 30, 2024December 31, 2023
Current portion of long-term debt$589,530$297,842$605,176$305,058
Long-term debt3,011,240 3,413,411 3,489,393 3,789,132 
Total$3,600,770 $3,711,253 $4,094,569 $4,094,190 

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 acquisition of Weaver in May 2023, as discussed in Note 2, we used valuation techniques to determine fair value, with the primary technique being the cost approach to value personal property, which uses significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.
7. LEASES
We lease office and retail space, warehouse and distribution facilities, land, vehicles, and equipment. We determine if an agreement is or contains a lease at inception. Leases with an initial term of 12 months or less are not recorded on the 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 Hershey Company | Q2 2024 Form 10-Q | Page 16
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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

The components of lease expense for the three months ended June 30, 2024 and July 2, 2023 were as follows:  
Three Months Ended
Lease expenseClassificationJune 30, 2024July 2, 2023
Operating lease costCost of sales or SM&A (1)$13,266 $12,320 
Finance lease cost:
Amortization of ROU assetsDepreciation and amortization (1)2,158 1,834 
Interest on lease liabilitiesInterest expense, net1,164 1,092 
Net lease cost (2)$16,588 $15,246 
The components of lease expense for the six months ended June 30, 2024 and July 2, 2023 were as follows:
Six Months Ended
Lease expenseClassificationJune 30, 2024July 2, 2023
Operating lease costCost of sales or SM&A (1)$25,481 $24,363 
Finance lease cost:
Amortization of ROU assetsDepreciation and amortization (1)4,371 3,696 
Interest on lease liabilitiesInterest expense, net2,349 2,192 
Net lease cost (2)$32,201 $30,251 
(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:
June 30, 2024December 31, 2023
Weighted-average remaining lease term (years)
Operating leases12.814.4
Finance leases25.925.9
Weighted-average discount rate
Operating leases3.7 %3.5 %
Finance leases6.3 %6.2 %


The Hershey Company | Q2 2024 Form 10-Q | Page 17
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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

Supplemental balance sheet information related to leases were as follows:
LeasesClassificationJune 30, 2024December 31, 2023
Assets
Operating lease ROU assetsOther non-current assets$341,162 $307,976 
Finance lease ROU assets, at costProperty, plant and equipment, gross88,250 89,335 
Accumulated amortizationAccumulated depreciation(22,312)(19,472)
Finance lease ROU assets, netProperty, plant and equipment, net65,938 69,863 
Total leased assets$407,100 $377,839 
Liabilities
Current
OperatingAccrued liabilities$38,269 $34,494 
FinanceCurrent portion of long-term debt5,983 5,900 
Non-current
OperatingOther long-term liabilities307,862 277,089 
FinanceLong-term debt68,973 70,485 
Total lease liabilities$421,087 $387,968 

The maturities of our lease liabilities as of June 30, 2024 were as follows:
Operating leasesFinance leasesTotal
2024 (rest of year)$24,254 $5,246 $29,500 
202551,248 9,216 60,464 
202644,305 6,114 50,419 
202743,118 4,408 47,526 
202825,446 4,214 29,660 
Thereafter243,133 137,876 381,009 
Total lease payments431,504 167,074 598,578 
Less: Imputed interest85,373 92,118 177,491 
Total lease liabilities$346,131 $74,956 $421,087 

Supplemental cash flow and other information related to leases were as follows:
Six Months Ended
June 30, 2024July 2, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$24,050 $22,702 
Operating cash flows from finance leases2,349 2,192 
Financing cash flows from finance leases3,065 2,349 
ROU assets obtained in exchange for lease liabilities:
Operating leases$53,404 $14,500 
Finance leases983 292 

The Hershey Company | Q2 2024 Form 10-Q | Page 18
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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

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 method investments and cost, less impairment, 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 $215,759 and $207,177 as of June 30, 2024 and December 31, 2023, respectively.
9. BUSINESS REALIGNMENT ACTIVITIES
We periodically undertake business realignment activities designed to increase our efficiency and focus our business in support of our key growth strategies.
Advancing Agility & Automation Initiative
On February 2, 2024, the Board of Directors of the Company (the “Board” or “Board of Directors”) approved a multi-year productivity initiative (“Advancing Agility & Automation” or "AAA") to improve supply chain and manufacturing-related spend, optimize selling, general and administrative expenses, leverage new technology and business models to further simplify and automate processes, and generate long-term savings.
The Company estimates that the AAA Initiative will result in total pre-tax costs of $200,000 to $250,000 from inception through 2026. This estimate primarily includes program office execution and third-party costs supporting the design and implementation of the new organizational structure of $100,000 to $120,000, as well as implementation and technology capability costs of $55,000 to $70,000. Additionally, we expect to incur employee severance and related separation benefits of $45,000 to $60,000 as we facilitate workforce reductions and reallocate resources to further drive the Company’s strategic priorities. The cash portion of the total cost is estimated to be $175,000 to $225,000. At the conclusion of the program in 2026, ongoing annual savings are expected to be approximately $300,000.
Since inception through June 30, 2024, we recognized total costs associated with the AAA Initiative of $55,666. These charges predominantly included third-party costs supporting the design and implementation of the new organizational structure, as well as technology capability costs. The costs and related benefits of the AAA Initiative relate to the North America Confectionery segment and Corporate. However, segment operating results do not include these business realignment expenses because we evaluate segment performance excluding such costs.
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 was originally expected to total pre-tax costs of $50,000 to $75,000, with cash costs in the range of $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

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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

segment performance excluding such costs. For the six months ended July 2, 2023, we recognized total costs associated with the International Optimization Program of $3,866. From program inception in 2020 through completion in 2023, we incurred pre-tax charges to execute the program totaling $53,799.
Costs associated with business realignment activities are classified in our Consolidated Statements of Income as follows:
Three Months EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Cost of sales$8,099 $(17)$10,712 $1,033 
Selling, marketing and administrative expense25,964 1,904 40,017 2,392 
Business realignment costs (benefits)4,937 (370)4,937 441 
Costs associated with business realignment activities$39,000 $1,517 $55,666 $3,866 
Costs recorded by program during the three and six months ended June 30, 2024 and July 2, 2023 related to these activities were as follows:
Three Months EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Advancing Agility & Automation Initiative:
Severance and employee benefit costs4,937 — 4,937 — 
Other program costs34,063 — 50,729 — 
International Optimization Program:
Severance and employee benefit costs$— $(370)$— $441 
Other program costs— 1,887 — 3,425 
Total$39,000 $1,517 $55,666 $3,866 
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 June 30, 2024 are not significant.
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 six months ended June 30, 2024 and July 2, 2023 were 20.6% and 17.1%, respectively. Relative to the statutory rate, the 2024 effective tax rate was primarily 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 Mexico, Canada, Switzerland 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 $51,111 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. For the six months ended June 30, 2024 and July 2, 2023 the tax-related provisions of the IRA did not have a material impact on our consolidated financial statements, including our annual effective tax rate, or on our liquidity.

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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 June 30, 2024 and July 2, 2023 were as follows:
Pension BenefitsOther Benefits
Three Months EndedThree Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Service cost$3,836$3,769$33$55
Interest cost9,646 10,288 1,213 2,097 
Expected return on plan assets(12,799)(12,385)— — 
Amortization of prior service credit(1,373)(1,415)(37)— 
Amortization of net loss (gain)3,808 5,020 139 (333)
Settlement loss— 4,389 — — 
Total net periodic benefit cost$3,118 $9,666 $1,348 $1,819 
We made contributions of $170 and $2,890 to the pension plans and other benefits plans, respectively, during the second quarter of 2024. In the second quarter of 2023, we made contributions of $3,029 and $5,212 to our pension plans and other benefit plans, respectively. The contributions in 2024 and 2023 also included benefit payments from our non-qualified pension plans and post-retirement benefit plans.
The components of net periodic benefit cost for the six months ended June 30, 2024 and July 2, 2023 were as follows: 
Pension BenefitsOther Benefits
Six Months EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Service cost$7,685$7,522$67$109
Interest cost19,333 20,560 2,431 4,190 
Expected return on plan assets(25,607)(24,766)— — 
Amortization of prior service credit(2,746)(2,829)(75)— 
Amortization of net loss (gain)7,621 9,987 278 (659)
Settlement loss— 4,389 — — 
Total net periodic benefit cost$6,286 $14,863 $2,701 $3,640 
We made contributions of $986 and $4,482 to the pension plans and other benefits plans, respectively, during the first six months of 2024. In the first six months of 2023, we made contributions of $3,862 and $10,911 to our pension plans and other benefit plans, respectively. The contributions in 2024 and 2023 also included benefit payments from our non-qualified pension plans and post-retirement benefit plans.
The non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans is reflected within other (income) expense, net in the Consolidated Statements of Income (see Note 17).
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:

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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

•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 EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Pre-tax compensation expense
$11,514 $16,848 $17,500 $35,840 
Related income tax benefit2,559 1,978 3,780 6,308 
Compensation expenses for stock compensation plans are primarily included in SM&A expense. As of June 30, 2024, total stock-based compensation expense related to non-vested awards not yet recognized was $88,119 and the weighted-average period over which this amount is expected to be recognized was approximately 1.8 years.
Stock Options
The exercise price of each stock option awarded under the EICP equals the closing price of our Common Stock on the New York Stock Exchange on the date of grant. Each stock option has a maximum term of 10 years. Grants of stock options provide for pro-rated vesting, typically over a four-year period. Expense for stock options is based on grant date fair value and recognized on a straight-line method over the vesting period, net of estimated forfeitures.


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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

A summary of activity relating to grants of stock options for the period ended June 30, 2024 is as follows:
Stock OptionsSharesWeighted-Average
Exercise Price (per share)		Weighted-Average Remaining
Contractual Term		Aggregate Intrinsic Value
Outstanding at beginning of year726,701 $105.673.3 years
Granted2,455 $192.49
Exercised(84,715)$99.84
Forfeited(1,555)$147.98
Expired(1,565)$147.98
Outstanding as of June 30, 2024
641,321 $106.563.0 years$49,944 
Options exercisable as of June 30, 2024
627,491 $104.722.9 years$49,749 

The weighted-average fair value of options granted was $45.95 and $57.65 per share for the periods ended June 30, 2024 and July 2, 2023, respectively. The fair value was estimated on the date of grant using a Black-Scholes option-pricing model and the following weighted-average assumptions:
Six Months Ended
June 30, 2024July 2, 2023
Dividend yields
2.0 %1.7 %
Expected volatility21.3 %20.9 %
Risk-free interest rates
4.3 %4.1 %
Expected term in years6.36.3
The total intrinsic value of options exercised was $8,357 and $31,581 for the periods ended June 30, 2024 and July 2, 2023, 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 six months ended June 30, 2024 and July 2, 2023 can range from 0% to 250% of the targeted amounts.
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 six months ended June 30, 2024 and July 2, 2023, we awarded RSUs to certain executive officers and other key employees under the EICP. We also awarded RSUs to non-employee directors.

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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

We 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 June 30, 2024 is as follows:
Performance Stock Units and Restricted Stock Units
Number of unitsWeighted-average grant date fair value for equity awards (per unit)
Outstanding at beginning of year
1,039,691 $198.31
Granted
323,396 $196.04
Performance assumption change (1)
(148,992)$173.12
Vested
(457,338)$176.62
Forfeited
(29,136)$218.42
Outstanding as of June 30, 2024
727,621 $215.28
(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.
Six Months Ended
June 30, 2024July 2, 2023
Units granted
323,396286,363
Weighted-average fair value at date of grant
$196.04$249.97
Monte Carlo simulation assumptions:
Estimated values$84.13$118.90
Dividend yields2.8 %1.7 %
Expected volatility18.5 %19.2 %

The fair value of shares vested totaled $87,723 and $100,915 for the periods ended June 30, 2024 and July 2, 2023, respectively.
Deferred PSUs, deferred RSUs and deferred stock units representing directors’ fees totaled 264,139 units as of June 30, 2024. Each unit is equivalent to one share of the Company’s Common Stock.


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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

13. SEGMENT INFORMATION
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 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.

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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

Our segment net sales and earnings were as follows:
Three Months EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Net sales:
North America Confectionery$1,579,826 $1,993,079 $4,287,136 $4,445,244 
North America Salty Snacks289,894272,365565,000542,350
International204,760224,836475,093490,300
Total$2,074,480 $2,490,280 $5,327,229 $5,477,894 
Segment income:
North America Confectionery$464,496$657,178$1,412,692$1,544,928
North America Salty Snacks52,204 43,753 90,910 90,545 
International25,010 41,101 67,760 96,150 
Total segment income541,710742,0321,571,3621,731,623
Unallocated corporate expense (1)161,518186,630334,419363,704
Unallocated mark-to-market losses (gains) on commodity derivatives53,371(6,780)(164,644)3,464
Costs associated with business realignment activities (see Note 9)
39,000 1,517 55,666 3,866 
Operating profit287,821560,6651,345,9211,360,589
Interest expense, net (see Note 4)
41,373 36,661 81,195 74,346 
Other (income) expense, net (see Note 17)
57484,48432,59487,467
Income before income taxes$245,874 $439,520 $1,232,132 $1,198,776 
(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 and integration-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 EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in income$38,300 $6,437 $(159,464)$17,051 
Net gains (losses) on commodity derivative positions reclassified from unallocated to segment income 15,071 (13,217)(5,180)(13,587)
Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative (gains) losses$53,371 $(6,780)$(164,644)$3,464 
As of June 30, 2024, 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 $114,437. 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 $18,642 to segment operating results in the next twelve months.


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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

Depreciation and amortization expense included within segment income presented above is as follows:
Three Months EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
North America Confectionery$63,984 $59,961 $126,405 $116,683 
North America Salty Snacks19,856 18,263 39,699 35,843 
International6,128 5,620 12,199 11,678 
Corporate20,453 17,744 39,882 35,583 
Total$110,421 $101,588 $218,185 $199,787 

Additional information regarding our net sales disaggregated by geographical region is as follows:
Three Months EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Net sales:
United States$1,778,467 $2,158,439 $4,632,899 $4,776,362 
All other countries296,013 331,841 694,330 701,532 
Total$2,074,480 $2,490,280 $5,327,229 $5,477,894 
14. TREASURY STOCK ACTIVITY
A summary of our treasury stock activity is as follows:
Six Months Ended June 30, 2024
SharesDollars
In thousands
Shares repurchased in the open market under pre-approved share repurchase programs2,022,064 $400,000 
Shares repurchased in the open market to replace Treasury Stock issued for stock options and incentive compensation483,033 94,191 
Total share repurchases2,505,097 494,191 
Shares issued for stock options and incentive compensation(384,161)(15,986)
Total net share repurchases2,120,936 478,205 
Excise tax associated with net share repurchases (1)— 4,782 
Net change2,120,936 $482,987 
(1)A corresponding liability for excise tax associated with net share repurchases is classified on our Consolidated Balance Sheets within accrued liabilities.
In February 2023, 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 $239.91 per share, for a total purchase price of $239,910.

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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

In July 2018, our Board of Directors approved a $500 million share repurchase authorization to repurchase shares of our Common Stock. As a result of the February 2023 Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, the July 2018 share repurchase authorization was completed. In May 2021, our Board of Directors approved an additional $500 million share repurchase authorization, which was completed as of March 31, 2024. In December 2023, our Board of Directors approved an additional $500 million share repurchase authorization. This program commenced after the existing May 2021 authorization was completed. As a result of the share repurchase authorization, approximately $470 million remains available for repurchases under our December 2023 share repurchase authorization. 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.
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. 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
June 30, 2024July 2, 2023
Common StockClass B Common StockCommon StockClass B Common Stock
Basic earnings per share:
Numerator:
Allocation of distributed earnings (cash dividends paid)$202,527 $67,994 $152,389 $53,801 
Allocation of undistributed earnings(67,107)(22,520)150,090 50,703 
Total earnings—basic$135,420 $45,474 $302,479 $104,504 
Denominator (shares in thousands):
Total weighted-average shares—basic147,893 54,614 149,244 55,447 
Earnings Per Share—basic$0.92 $0.83 $2.03 $1.88 
Diluted earnings per share:
Numerator:
Allocation of total earnings used in basic computation$135,420 $45,474 $302,479 $104,504 
Reallocation of total earnings as a result of conversion of Class B common stock to Common stock45,474 — 104,504 — 
Reallocation of undistributed earnings— 57 — (213)
Total earnings—diluted$180,894 $45,531 $406,983 $104,291 
Denominator (shares in thousands):
Number of shares used in basic computation147,893 54,614 149,244 55,447 
Weighted-average effect of dilutive securities:
Conversion of Class B common stock to Common shares outstanding54,614 — 55,447 — 
Employee stock options299 — 468 — 
Performance and restricted stock units201 — 374 — 
Total weighted-average shares—diluted203,007 54,614 205,533 55,447 
Earnings Per Share—diluted$0.89 $0.83 $1.98 $1.88 
The earnings per share calculations for the three months ended June 30, 2024 and July 2, 2023 excluded 13 and 12 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)

Six Months Ended
June 30, 2024July 2, 2023
Common StockClass B Common StockCommon StockClass B Common Stock
Basic earnings per share:
Numerator:
Allocation of distributed earnings (cash dividends paid)$407,938 $135,988 $305,944 $107,602 
Allocation of undistributed earnings325,740 108,681 432,943 147,679 
Total earnings—basic$733,678 $244,669 $738,887 $255,281 
Denominator (shares in thousands):
Total weighted-average shares—basic148,753 54,614 148,914 55,864 
Earnings Per Share—basic$4.93 $4.48 $4.96 $4.57 
Diluted earnings per share:
Numerator:
Allocation of total earnings used in basic computation$733,678 $244,669 $738,887 $255,281 
Reallocation of total earnings as a result of conversion of Class B common stock to Common stock244,669 — 255,281 — 
Reallocation of undistributed earnings— (314)— (669)
Total earnings—diluted$978,347 $244,355 $994,168 $254,612 
Denominator (shares in thousands):
Number of shares used in basic computation148,753 54,614 148,914 55,864 
Weighted-average effect of dilutive securities:
Conversion of Class B common stock to Common shares outstanding54,614 — 55,864 — 
Employee stock options308 — 486 — 
Performance and restricted stock units268 — 423 — 
Total weighted-average shares—diluted203,943 54,614 205,687 55,864 
Earnings Per Share—diluted$4.80 $4.47 $4.83 $4.56 
The earnings per share calculations for the six months ended June 30, 2024 and July 2, 2023 excluded 13 and 12 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 EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
Write-down of equity investments in partnerships qualifying for historic and renewable energy tax credits (see Note 8)
$— $77,360 $31,391 $77,360 
Non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans (see Note 11)
597 7,661 1,235 10,872 
Other (income) expense, net(23)(537)(32)(765)
Total$574 $84,484 $32,594 $87,467 


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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

18. SUPPLEMENTAL BALANCE SHEET INFORMATION
The components of certain asset accounts included within our Consolidated Balance Sheets are as follows:
June 30, 2024December 31, 2023
Inventories:
Raw materials$549,310 $481,111 
Goods in process282,489 192,232 
Finished goods1,062,664 948,974 
Inventories at First In First Out1,894,463 1,622,317 
Adjustment to Last In First Out(434,975)(281,321)
Total inventories$1,459,488 $1,340,996 
Prepaid expenses and other:
Prepaid expenses$165,608 $227,567 
Other current assets397,033 118,021 
Total prepaid expenses and other$562,641 $345,588 
Property, plant and equipment:
Land$179,988 $180,751 
Buildings1,780,525 1,763,070 
Machinery and equipment3,970,754 3,861,006 
Construction in progress678,229 644,244 
Property, plant and equipment, gross6,609,496 6,449,071 
Accumulated depreciation(3,241,174)(3,139,393)
Property, plant and equipment, net$3,368,322 $3,309,678 
Other non-current assets:
Pension$50,132 $48,506 
Capitalized software, net380,728360,205 
Operating lease ROU assets341,162 307,976 
Investments in unconsolidated affiliates215,759 207,177 
Other non-current assets152,474 137,563 
Total other non-current assets$1,140,255 $1,061,427 

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THE HERSHEY COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(amounts in thousands, except share data or if otherwise indicated)

The components of certain liability and stockholders’ equity accounts included within our Consolidated Balance Sheets are as follows:
June 30, 2024December 31, 2023
Accounts payable:
Accounts payable—trade$781,166 $630,536 
Supplier finance program obligations201,737 149,261 
Other155,323 306,386 
Total accounts payable$1,138,226 $1,086,183 
Accrued liabilities:
Payroll, compensation and benefits$195,039 $261,961 
Advertising, promotion and product allowances328,470 343,444 
Operating lease liabilities38,269 34,494 
Other221,945 227,916 
Total accrued liabilities$783,723 $867,815 
Other long-term liabilities:
Post-retirement benefits liabilities$91,497 $90,718 
Pension benefits liabilities27,202 28,949 
Operating lease liabilities307,862 277,089 
Other273,504 263,917 
Total other long-term liabilities$700,065 $660,673 
Accumulated other comprehensive loss:
Foreign currency translation adjustments$(119,547)$(87,706)
Pension and post-retirement benefit plans, net of tax(122,710)(126,800)
Cash flow hedges, net of tax(9,356)(15,572)
Total accumulated other comprehensive loss$(251,613)$(230,078)


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Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis (“MD&A”) is intended to provide an understanding of Hershey’s financial condition, results of operations and cash flows by focusing on changes in certain key measures from year to year. This MD&A should be read in conjunction with our Unaudited Consolidated Financial Statements and accompanying notes included in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (“this Quarterly Report on Form 10-Q”). 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 2023 Annual Report on Form 10-K, and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, 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 90 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
On May 31, 2023, we completed the acquisition of certain assets that provide additional manufacturing capacity from Weaver Popcorn Manufacturing, Inc. (“Weaver”), a leader in the production and co-packing of microwave popcorn and ready-to-eat popcorn, and former co-manufacturer of the Company’s SkinnyPop brand.

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TRENDS AFFECTING OUR BUSINESS
Throughout the first six months of 2024, U.S. consumer behavior has continued to shift and evolve, as cost fatigue and labor markets restrict income growth and constrain consumer spending and purchasing patterns. As a result, consumer behavior related to our products has shifted. As such, during the six months ended June 30, 2024, we continued to experience a dynamic macroeconomic environment, including price volatility related to select commodities, resulting in corresponding incremental costs and gross margin pressures, and net sales and net income declines. Despite specific actions taken to mitigate these gross margin pressures, higher prices for direct materials used to manufacture our products were, and continue to be, the primary incremental cost to our business (see Consolidated Results of Operations included in this MD&A). We utilize many exchange traded commodities for our business that are subject to price volatility, specifically cocoa products, which experienced a market price increase of approximately 75% since the beginning of the year (see Part I, Item 3 - Quantitative and Qualitative Disclosures about Market Risk included in this Quarterly Report on Form 10-Q).
Furthermore, certain geopolitical events, specifically the conflict between Russia and Ukraine, have increased global economic and political uncertainty. For the six months ended June 30, 2024, 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.

As of June 30, 2024, we believe we have sufficient liquidity to satisfy our key strategic initiatives and other material cash requirements in both the short-term and in the long-term; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can operate effectively during 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 the fluctuating macroeconomic environment, including price volatility for our commodities, the possibility of a recession, changes in consumer shopping and consumption behavior, and changes in geopolitical events, including the ongoing conflict between Russia and Ukraine, we may experience increasing supply chain costs, higher inflation and other impacts to our business. 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.

The Hershey Company | Q2 2024 Form 10-Q | Page 35
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CONSOLIDATED RESULTS OF OPERATIONS
Three Months EndedSix Months Ended
June 30, 2024July 2, 2023Percent ChangeJune 30, 2024July 2, 2023Percent Change
In millions of dollars except per share amounts
Net sales$2,074.5$2,490.3(16.7)%$5,327.2$5,477.9(2.8)%
Cost of sales1,240.71,358.2(8.6)%2,817.42,963.5(4.9)%
Gross profit833.81,132.1(26.4)%2,509.82,514.4(0.2)%
Gross margin40.2 %45.5 %47.1 %45.9 %
Selling, marketing & administrative (“SM&A”) expenses541.0571.8(5.4)%1,159.01,153.40.5 %
SM&A expense as a percent of net sales26.1 %23.0 %21.8 %21.1 %
Business realignment activities4.9(0.3)NM4.90.4NM
Operating profit287.9560.6(48.7)%1,345.91,360.6(1.1)%
Operating profit margin13.9 %22.5 %25.3 %24.8 %
Interest expense, net41.436.712.9 %81.274.39.2 %
Other (income) expense, net0.684.5(99.3)%32.687.5(62.7)%
Provision for income taxes65.032.599.7 %253.8204.624.0 %
Effective income tax rate26.4%7.4%20.6%17.1%
Net income$180.9$406.9(55.6)%$978.3$994.2(1.6)%
Net income per share—diluted$0.89$1.98(55.1)%$4.80$4.83(0.6)%
NOTE: Percentage changes may not compute directly as shown due to rounding of amounts presented above.
NM = not meaningful
Results of Operations - Second Quarter 2024 vs. Second Quarter 2023
Net Sales
Net sales were $2,074.5 million in the second quarter of 2024 compared to $2,490.3 million in the same period of 2023, a decrease of $415.8 million, or 16.7%. The net sales decrease was driven by a volume decline of approximately 18%, primarily due to a decrease in everyday core U.S. confection, primarily as a result of accelerated shipments in the first quarter of 2024 due to the anticipation of our enterprise resource planning (“ERP”) system implementation, which was completed in the beginning of the second quarter of 2024. Consolidated volume decline was partially offset by an increase in salty snack brands. The net sales decrease was partially offset by a favorable price realization of approximately 1%, driven by higher list prices primarily within our North America Confectionery and International segments, partially offset by unfavorable price realization in our North America Salty Snacks segment. Foreign currency exchange rates resulted in a favorable impact of less than 1%.
Key U.S. Marketplace Metrics
For the second quarter of 2024, our total U.S. retail takeaway declined 2.9% in the expanded multi-outlet combined plus convenience store channels (Circana MULO + C-Stores), which includes candy, mint, gum, salty snacks and grocery items. Our U.S. candy, mint and gum (“CMG”) consumer takeaway declined 5.0% and experienced a CMG market share decline of 138 basis points. Our Salty consumer takeaway increased 8.0% in the second quarter of 2024 and experienced a Salty market share increase of 22 basis points.
The CMG consumer takeaway and market share information reflects measured channels of distribution accounting for approximately 90% of our U.S. confectionery retail business. These channels of distribution primarily include food, drug, mass merchandisers, and convenience store channels, plus Wal-Mart Stores, Inc., partial dollar, club and military channels. These metrics are based on measured market scanned purchases as reported by Circana, the Company’s market insights and analytics provider, and provide a means to assess our retail takeaway and market position relative to the overall category.

The Hershey Company | Q2 2024 Form 10-Q | Page 36
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Cost of Sales and Gross Margin
Cost of sales were $1,240.7 million in the second quarter 2024 compared to $1,358.2 million in the same period 2023, a decrease of $117.5 million, or 8.6%. The decrease was driven by $224.0 million related to lower sales volume, in line with the declines in net sales noted above, and lower supply chain costs. The decrease was partially offset by $74.6 million in higher commodity costs, primarily driven by cocoa, an increase of $8.1 million of incremental business realignment costs, as well as unfavorable mix. The decrease was further offset by $31.9 million of unfavorable mark-to-market activity on our commodity derivative instruments intended to economically hedge future years’ commodity purchases (See Part I, Item 3 - Quantitative and Qualitative Disclosures About Market Risk included in this Quarterly Report on Form 10-Q for more information).
Gross margin was 40.2% in the second quarter of 2024 compared to 45.5% in the same period of 2023, a decrease of 530 basis points. The decrease was driven by unfavorable activity on our mark-to-market impact from commodity derivative instruments, unfavorable commodity costs, increased business realignment costs and unfavorable mix. The decrease was partially offset by the decline in net sales, as noted above, and lower supply chain costs.
SM&A Expenses
SM&A expenses were $541.0 million in the second quarter of 2024 compared to $571.8 million in the same period of 2023, a decrease of $30.8 million, or 5.4%. Total advertising and related consumer marketing expenses decreased 15.4% driven primarily by a decrease in the North America Confectionery segment. SM&A expenses, excluding advertising and related consumer marketing, decreased 0.8% in the second quarter of 2024 driven by lower compensation costs across segments, partially offset by $24.1 million of incremental business realignment costs, as well as higher investments in capabilities and technology.
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. Excluding the portion recorded within Cost of Sales and SM&A expenses (as noted above), we recorded $4.9 million business realignment costs during the second quarter of 2024, versus a benefit of $0.3 million in the second quarter of 2023. The costs in 2024 related to the Advancing Agility & Automation (“AAA”) Initiative, which commenced in 2024, focused on leveraging new technology to improve supply chain and manufacturing-related spend, and optimize selling, general and administrative expenses. The costs in 2023 related to the International Optimization Program, which completed in 2023. The International Optimization Program was focused on optimizing our China operating model to improve our operational efficiency and provide for a strong, sustainable and simplified base going forward. Costs associated with business realignment activities are classified in our Consolidated Statements of Income as described in Note 9 to the Unaudited Consolidated Financial Statements.
Operating Profit and Operating Profit Margin
Operating profit was $287.9 million in the second quarter of 2024 compared to $560.6 million in the same period of 2023, a decrease of $272.7 million, or 48.7%. The decrease was primarily due to lower gross profit and higher business realignment costs, partially offset by lower SM&A expenses, as noted above. Operating profit margin decreased to 13.9% in 2024 from 22.5% in 2023 driven by the same factors noted above that resulted in lower gross margin for the period.
Interest Expense, Net
Net interest expense was $41.4 million in the second quarter of 2024 compared to $36.7 million in the same period of 2023, an increase of $4.7 million, or 12.9%. The increase was primarily due to higher rates on short-term debt balances in 2024 versus 2023, specifically related to outstanding commercial paper borrowings.
Other (Income) Expense, Net
Other (income) expense, net was $0.6 million in the second quarter of 2024 versus net expense of $84.5 million in the second quarter of 2023, a decrease of $83.9 million, or 99.3%. The decrease in net expense was primarily driven by $77.4 million of lower write-downs on equity investments qualifying for tax credits in 2024 versus the second quarter of 2023, and a decrease of $7.1 million of non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans.

The Hershey Company | Q2 2024 Form 10-Q | Page 37
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Income Taxes and Effective Tax Rate
The effective income tax rate was 26.4% for the second quarter of 2024 compared with 7.4% for the second quarter of 2023. Relative to the 21% statutory rate, the 2024 effective tax rate was primarily impacted by state taxes, tax reserves and unfavorable foreign rate differential, partially offset by the benefit of employee share-based payments. Relative to the 21% statutory rate, the 2023 effective tax rate was impacted by investment tax credits and employee share-based payments partially offset by state taxes and tax reserves.
Net Income and Earnings Per Share-diluted
Net income was $180.9 million in the second quarter of 2024 compared to $406.9 million in the same period of 2023, a decrease of $226.0 million, or 55.6%. EPS-diluted was $0.89 in the second quarter of 2024 compared to $1.98 in the second quarter of 2023, a decrease of $1.09, or 55.1%. The decrease in both net income and EPS-diluted was driven by lower gross profit and higher income taxes, partially offset by lower SM&A expenses and lower other income and expenses. Our 2024 EPS-diluted benefited from lower weighted-average shares outstanding.
Results of Operations - First Six Months 2024 vs. First Six Months 2023
Net Sales
Net sales were $5,327.2 million in the first six months of 2024 compared to $5,477.9 million during the same period of 2023, a decrease of $150.7 million, or 2.8%. The net sales decrease was driven by a volume decrease of approximately 6%, primarily due to a decrease in everyday core U.S. confection and decreases across the International segment, partially offset by an increase in salty snack brands. The net sales decrease was partially offset by a favorable price realization of approximately 3%, primarily due to higher list prices across our reportable segments. Foreign currency exchange rates resulted in a favorable impact of less than 1%.
Key U.S. Marketplace Metrics
For the first six months of 2024, our total U.S. retail takeaway increased 0.5% in the expanded multi-outlet combined plus convenience store channels (IRI MULO + C-Stores), which includes candy, mint, gum, salty snacks and grocery items. Our U.S. CMG consumer takeaway declined 0.1% and experienced a CMG market share decline of 68 basis points. Our Salty consumer takeaway increased 3.2% and experienced a Salty market share increase of 5 basis points.
Cost of Sales and Gross Margin
Cost of sales were $2,817.4 million in the first six months of 2024 compared to $2,963.5 million in the same period of 2023, a decrease of $146.1 million, or 4.9%. The decrease was driven by an incremental $176.5 million of favorable mark-to-market activity on our commodity derivative instruments intended to economically hedge future years’ commodity purchases (See Part I, Item 3 - Quantitative and Qualitative Disclosures About Market Risk included in this Quarterly Report on Form 10-Q for more information). The decrease was further driven by $156.8 million related to lower sales volume. The decrease was partially offset by $187.2 million driven by higher commodity costs, higher supply chain costs, unfavorable mix and an increase of $9.7 million of incremental business realignment costs.
Gross margin was 47.1% in the first six months of 2024 compared to 45.9% in the same period of 2023, an increase of 120 basis points. The increase was driven by favorable year-over-year mark-to-market impact from commodity derivative instruments, favorable price realization and volume declines. The increase was partially offset by higher supply chain costs, including higher logistics and labor costs, unfavorable product mix and increased business realignment costs.
SM&A Expenses
SM&A expenses were $1,159.0 million in the first six months of 2024 compared to $1,153.4 million in the same period of 2023, an increase of $5.6 million, or 0.5%. Total advertising and related consumer marketing expenses decreased 1.1%, driven by a decrease in North America Confectionery, partially offset by an increase in North America Salty Snacks. SM&A expenses, excluding advertising and related consumer marketing, increased approximately 1.2% in the first six months of 2024 driven by an increase of $37.6 million of incremental business realignment costs, as well as higher investments in capabilities and technology.

The Hershey Company | Q2 2024 Form 10-Q | Page 38
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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. Excluding the portion recorded within Cost of Sales and SM&A expenses (as noted above), we recorded business realignment costs of $4.9 million during the first six months of 2024 versus $0.4 million in the first six months of 2023. The costs in 2024 related to the AAA Initiative, which commenced in 2024, focused on leveraging new technology to improve supply chain and manufacturing-related spend, and optimize selling, general and administrative expenses. The costs in 2023 related to the International Optimization Program, which completed in 2023. The International Optimization Program was focused on optimizing our China operating model to improve our operational efficiency and provide for a strong, sustainable and simplified base going forward. Costs associated with business realignment activities are classified in our Consolidated Statements of Income as described in Note 9 to the Unaudited Consolidated Financial Statements.
Operating Profit and Operating Profit Margin
Operating profit was $1,345.9 million in the first six months of 2024 compared to $1,360.6 million in the same period of 2023, a decrease of $14.7 million, or 1.1%. The decrease was predominantly due to higher SM&A expenses, higher business realignment costs and lower gross profit, as noted above. Operating profit margin increased to 25.3% in the first six months of 2024 from 24.8% in the same period in 2023 driven by the same factors that resulted in higher gross margin for the period.
Interest Expense, Net
Net interest expense was $81.2 million in the first six months of 2024 compared to $74.3 million in the same period of 2023, an increase of $6.9 million, or 9.2%. The increase was primarily due to higher rates on short-term debt balances in 2024 versus 2023, specifically related to outstanding commercial paper borrowings. The increase was further driven by higher rates on long-term debt balances in 2024 versus 2023, due to the $350 million 4.25% and $400 million 4.50% Notes issued in May 2023.
Other (Income) Expense, Net
Other (income) expense, net was $32.6 million in the first six months of 2024 versus a net expense of $87.5 million in the first six months of 2023, a decrease of $54.9 million, or 62.7%. The decrease in net expense was primarily driven by $46.0 million of lower write-downs on equity investments qualifying for tax credits in 2024 versus the first six months of 2023 and a decrease of $9.6 million of non-service cost components of net periodic benefit costs relating to pension and other post-retirement benefit plans.
Income Taxes and Effective Tax Rate
Our effective income tax rate was 20.6% for the first six months of 2024 compared with 17.1% for the first six months of 2023. Relative to the 21% statutory rate, the 2024 effective tax rate was impacted by investment tax credits partially offset by state taxes. Relative to the 21% statutory rate, the 2023 effective tax rate was impacted by investment tax credits and employee share-based payments partially offset by state taxes and tax reserves.
Net Income and Earnings Per Share-diluted
Net income was $978.3 million in the first six months of 2024 compared to $994.2 million in the same period of 2023, a decrease of $15.9 million, or 1.6%. EPS-diluted was $4.80 in the first six months of 2024 compared to $4.83 in the same period of 2023, a decrease of $0.03, or 0.6%. The decrease in both net income and EPS-diluted was driven by lower gross profit, higher income taxes and higher SM&A, partially offset by lower other income and expenses. Our 2024 EPS-diluted benefited from lower weighted-average shares outstanding as a result of share repurchases pursuant to our Board-approved repurchase programs.

The Hershey Company | Q2 2024 Form 10-Q | Page 39
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SEGMENT RESULTS
The summary that follows provides a discussion of the results of operations of our three reportable segments: North America Confectionery, North America Salty Snacks and International. For segment reporting purposes, we use “segment income” to evaluate segment performance and allocate resources. Segment income excludes unallocated general corporate administrative expenses, unallocated mark-to-market gains and losses on commodity derivatives, business realignment and impairment charges, acquisition-related costs and other unusual gains or losses that are not part of our measurement of segment performance. These items of our operating income are largely managed centrally at the corporate level and are excluded from the measure of segment income reviewed by the Chief Operating Decision Maker and used for resource allocation and internal management reporting and performance evaluation. Segment income and segment income margin, which are presented in the segment discussion that follows, are non-GAAP measures and do not purport to be alternatives to operating income as a measure of operating performance. We believe that these measures are useful to investors and other users of our financial information in evaluating ongoing operating profitability as well as in evaluating operating performance in relation to our competitors, as they exclude the activities that are not directly attributable to our ongoing segment operations.

Our segment results, including a reconciliation to our consolidated results, were as follows:
Three Months EndedSix Months Ended
June 30, 2024July 2, 2023June 30, 2024July 2, 2023
In millions of dollars
Net Sales:
North America Confectionery$1,579.8 $1,993.1 $4,287.1 $4,445.2 
North America Salty Snacks289.9 272.4 565.0 542.4 
International204.8 224.8 475.1 490.3 
Total$2,074.5 $2,490.3 $5,327.2 $5,477.9 
Segment Income:
North America Confectionery$464.5 $657.1 $1,412.7 $1,544.9 
North America Salty Snacks52.2 43.8 90.9 90.5 
International25.0 41.1 67.8 96.2 
Total segment income541.7 742.0 1,571.4 1,731.6 
Unallocated corporate expense (1)161.5 186.6 334.4 363.7 
Unallocated mark-to-market losses (gains) on commodity derivatives (2)53.4 (6.8)(164.6)3.5 
Costs associated with business realignment activities39.0 1.5 55.7 3.8 
Operating profit287.8 560.7 1,345.9 1,360.6 
Interest expense, net41.4 36.7 81.2 74.3 
Other (income) expense, net0.6 84.5 32.6 87.5 
Income before income taxes$245.8 $439.5 $1,232.1 $1,198.8 
(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 and integration-related costs and (e) other gains or losses that are not integral to segment performance.
(2)Net losses (gains) on mark-to-market valuation of commodity derivative positions recognized in unallocated derivative losses (gains). See Note 13 to the Unaudited Consolidated Financial Statements.

North America Confectionery
The North America Confectionery segment is responsible for our chocolate and non-chocolate confectionery market position in the United States and Canada. This includes developing and growing 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. While a less significant component, 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 trademarks and products to third parties around the world. North America Confectionery results, which accounted for 76.2% and 80.0% of our net sales for the three months ended June 30, 2024 and July 2, 2023, respectively, were as follows:
Three Months EndedSix Months Ended
June 30, 2024July 2, 2023Percent ChangeJune 30, 2024July 2, 2023Percent Change
In millions of dollars
Net sales$1,579.8 $1,993.1 (20.7)%$4,287.1 $4,445.2 (3.6)%
Segment income464.5 657.1 (29.3)%1,412.7 1,544.9 (8.6)%
Segment margin29.4 %33.0 %33.0 %34.8 %
Results of Operations - Second Quarter 2024 vs. Second Quarter 2023
Net sales of our North America Confectionery segment were $1,579.8 million in the second quarter of 2024 compared to $1,993.1 million in the same period of 2023, a decrease of $413.3 million, or 20.7%. The decrease was driven by volume declines of approximately 22%, primarily driven by a decrease in everyday core U.S. confection as a result of accelerated shipments in the first quarter of 2024 in anticipation of our ERP system implementation, which was completed in the beginning of the second quarter of 2024. The decrease was partially offset by favorable price realization of approximately 1%, primarily due to list price increases on certain products across our portfolio.
Our North America Confectionery segment also includes licensing and owned retail. This includes our Hershey’s Chocolate World stores in the United States (3 locations), Niagara Falls (Ontario) and Singapore. Our net sales for licensing and owned retail increased approximately 0.6% during the second quarter of 2024 compared to the same period of 2023.
Our North America Confectionery segment income was $464.5 million in the second quarter of 2024 compared to $657.1 million in the same period of 2023, a decrease of $192.6 million, or 29.3%. The decrease was primarily due to lower volume, in line with the net sales decline as noted above, higher commodity costs, and unfavorable product mix. The decrease was partially offset by favorable price realization, lower advertising and related consumer marketing costs and lower supply chain costs.
Results of Operations - First Six Months 2024 vs. First Six Months 2023
Net sales of our North America Confectionery segment were $4,287.1 million in the first six months of 2024 compared to $4,445.2 million in the same period of 2023, a decrease $158.1 million, or 3.6%. The decrease was driven by volume declines of approximately 7%, primarily driven by a decrease in everyday core U.S. confection brands. The decrease was partially offset by favorable price realization of approximately 4%, due to list price increases on certain products across our portfolio.
Our North America Confectionery segment also includes licensing and owned retail. This includes our Hershey’s Chocolate World stores in the United States (3 locations), Niagara Falls (Ontario) and Singapore. Our net sales for licensing and owned retail increased approximately 5.2% during the first six months of 2024 compared to the same period of 2023.
Our North America Confectionery segment income was $1,412.7 million in the first six months of 2024 compared to $1,544.9 million the same period of 2023, a decrease $132.2 million or 8.6%. The decrease was primarily due to lower volume, higher commodity costs, higher supply chain costs and unfavorable product mix. The decrease was partially offset by favorable price realization and lower advertising and related consumer marketing costs.
North America Salty Snacks
The North America Salty Snacks segment is responsible for our grocery and snacks market positions, including our salty snacking products. North America Salty Snacks results, which accounted for 14.0% and 10.9% of our net sales for the three months ended June 30, 2024 and July 2, 2023, respectively, were as follows:
Three Months EndedSix Months Ended
June 30, 2024July 2, 2023Percent ChangeJune 30, 2024July 2, 2023Percent Change
In millions of dollars
Net sales$289.9 $272.4 6.4 %$565.0 $542.4 4.2 %
Segment income52.2 43.8 19.2 %90.9 90.5 0.4 %
Segment margin18.0 %16.1 %16.1 %16.7 %
Results of Operations - Second Quarter 2024 vs. Second Quarter 2023
Net sales of our North America Salty Snacks segment were $289.9 million in the second quarter of 2024 compared to $272.4 million in the same period of 2023, an increase of $17.5 million, or 6.4%. The increase reflects volume growth of approximately 9%, primarily related to Dot’s Homestyle Pretzels and Pirate’s Booty snacks. The increase was partially offset by an unfavorable price realization of approximately 3%, due to increased levels of trade promotional spending.
Our North America Salty Snacks segment income was $52.2 million in the second quarter of 2024 compared to $43.8 million in the same period of 2023, an increase of $8.4 million, or 19.2%. The increase was primarily due to volume increases on certain products and favorable commodity costs. The increase was partially offset by higher advertising and related consumer marketing costs, and unfavorable price realization.
Results of Operations - First Six Months 2024 vs. First Six Months 2023
Net sales of our North America Salty Snacks segment were $565.0 million in the first six months of 2024 compared to $542.4 million the same period of 2023, an increase $22.6 million, or 4.2%. The increase reflects volume growth of approximately 5%, primarily related to Dot’s Homestyle Pretzels and Pirate’s Booty snacks, partially offset by volume declines in SkinnyPop snacks. The increase was partially offset by an unfavorable price realization of 1%, due to increased levels of trade promotional spending.
Our North America Salty Snacks segment income was $90.9 million in the first six months of 2024 compared to $90.5 million the same period of 2023, an increase $0.4 million, or 0.4%. The increase was primarily due to volume growth and favorable commodity costs. The increase was partially offset by higher supply chain costs, unfavorable price realization, and higher advertising and related consumer marketing costs.
International
The International segment includes all other countries where we currently manufacture, import, market, sell or distribute chocolate and non-chocolate confectionery and other products. 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 Latin America, as well as Europe, Asia, the Middle East and Africa (“AMEA”) and other regions. International results, which accounted for 9.9% and 9.0% of our net sales for the three months ended June 30, 2024 and July 2, 2023, respectively, were as follows:
Three Months EndedSix Months Ended
June 30, 2024July 2, 2023Percent ChangeJune 30, 2024July 2, 2023Percent Change
In millions of dollars
Net sales$204.8 $224.8 (8.9)%$475.1 $490.3 (3.1)%
Segment income25.0 41.1 (39.2)%67.8 96.2 (29.5)%
Segment margin12.2 %18.3 %14.3 %19.6 %
Results of Operations - Second Quarter 2024 vs. Second Quarter 2023
Net sales of our International segment were $204.8 million in the second quarter of 2024 compared to $224.8 million in the same period of 2023, a decrease $20.0 million, or 8.9%. The decrease was due to volume declines of approximately 16% across the segment, partially offset by growth in India and Europe. The decrease was partially offset by favorable price realization of approximately 5% across the segment, and a favorable impact from foreign currency exchange rates of approximately 2%, primarily driven by Mexico.
Our International segment generated income of $25.0 million in the second quarter of 2024 compared to $41.1 million in the second quarter of 2023, a decrease of $16.1 million, or 39.2%, driven primarily by volume declines and higher commodity costs, partially offset by favorable price realization.
Results of Operations - First Six Months 2024 vs. First Six Months 2023
Net sales of our International segment were $475.1 million in the first six months of 2024 compared to $490.3 million the same period of 2023, a decrease $15.2 million, or 3.1%. The decrease was due to volume declines of approximately 10% across the segment, partially offset by growth in Europe. The decrease was partially offset by favorable price realization of approximately 4% across the segment, and a favorable impact from foreign currency exchange rates of approximately 2%, primarily driven by Mexico.
Our International segment generated income of $67.8 million in the first six months of 2024 compared to $96.2 million in the first six months of 2023, a decrease of $28.4 million, or 29.5%, driven primarily by volume declines, increased commodity costs and unfavorable mix, partially offset by favorable price realization and lower supply chain costs.
Unallocated Corporate Expense
Unallocated corporate expense includes centrally-managed (a) corporate functional costs relating to legal, treasury, finance and human resources, (b) expenses associated with the oversight and administration of our global operations, including warehousing, distribution and manufacturing, information systems and global shared services, (c) non-cash stock-based compensation expense, (d) acquisition and integration-related costs and (e) other gains or losses that are not integral to segment performance.
In the second quarter of 2024, unallocated corporate expense totaled $161.5 million, as compared to $186.6 million in the second quarter of 2023, a decrease of $25.1 million, or 13.5%. The decrease was primarily driven by lower acquisition and integration related costs and lower compensation costs, partially offset by higher investments in capabilities and technology.
In the first six months of 2024, unallocated corporate expense totaled $334.4 million, as compared to $363.7 million in the first six months of 2023, a decrease of $29.3 million, or 8.1%. The decrease was primarily driven by lower acquisition and integration related costs, partially offset by incremental investments in capabilities and technology.
LIQUIDITY AND CAPITAL RESOURCES
Historically, our primary source of liquidity has been cash generated from operations. Domestic seasonal working capital needs, which typically peak during the summer months, are generally met by utilizing cash on hand, bank borrowings or the issuance of commercial paper. Commercial paper may also be issued, from time to time, to finance ongoing business transactions, such as the repayment of long-term debt, business acquisitions and for other general corporate purposes.
At June 30, 2024, our cash and cash equivalents totaled $467.1 million, an increase of $65.1 million compared to the 2023 year-end balance. Additional detail regarding the net uses of cash are outlined in the following discussion. Additionally, at June 30, 2024, we had outstanding short- and long-term debt totaling $5.4 billion, of which $605.2 million was classified as the current portion of long-term debt. Of the $605.2 million, $300 million of 2.050% Notes are due upon maturity on November 15, 2024 and $300 million of 0.900% Notes are due upon maturity on June 1, 2025. We believe we can satisfy these debt obligations with cash generated from our operations, issuing new debt, and/or by borrowing on our unsecured credit facility.
Approximately 80% of the balance of our cash and cash equivalents at June 30, 2024 was held by subsidiaries domiciled outside of the United States. A majority of this balance is distributable to the United States without material tax implications, such as withholding tax. We intend to continue to reinvest the remainder of the earnings outside of the United States for which there would be a material tax implication to distributing for the foreseeable future and, therefore, have not recognized additional tax expense on these earnings. We believe that our existing sources of liquidity are adequate to meet anticipated funding needs at comparable risk-based interest rates for the foreseeable future. Acquisition spending and/or share repurchases could potentially increase our debt. Operating cash flow and access to capital markets are expected to satisfy our various short- and long-term cash flow requirements, including acquisitions and capital expenditures.
Cash Flow Summary
The following table is derived from our Consolidated Statements of Cash Flows:
Six Months Ended
In millions of dollarsJune 30, 2024July 2, 2023
Net cash provided by (used in):
Operating activities$894.7$1,049.8 
Investing activities(389.7)(516.0)
Financing activities(452.9)(506.7)
Effect of exchange rate changes on cash and cash equivalents13.0 (44.8)
Net change in cash and cash equivalents$65.1 $(17.7)

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Operating activities
We generated cash of $894.7 million from operating activities in the first six months of 2024, a decrease of $155.1 million compared to $1,049.8 million in the same period of 2023. This decrease in net cash provided by operating activities was mainly driven by the following factors:
•Net income adjusted for non-cash charges to operations (including depreciation, amortization, stock-based compensation, deferred income taxes, a write-down of equity investments, unrealized gains and losses on derivative contracts and other charges) resulted in $261.7 million of lower cash flow in 2024 relative to 2023.
•In the aggregate, select net working capital items, specifically, trade accounts receivable, inventory, accounts payable and accrued liabilities, consumed cash of $141.2 million in 2024, compared to $265.7 million in 2023. This $124.5 million fluctuation was mainly driven by a decrease in cash used by accounts receivable due to a decrease in sales of everyday core U.S. confection brands and lower inventory levels, partially offset by increase accounts payable and accrued liabilities due to the timing of vendor and supplier payments.
•Timing of income tax payments contributed to an increase in operating cash of $63.6 million in 2024, compared to a decrease of $3.7 million in 2023. This $67.3 million fluctuation was primarily due to the variance in actual tax expense for 2024 relative to the timing of quarterly estimated tax payments. We paid cash of $165.5 million for income taxes during 2024 compared to $229.1 million in the same period of 2023.
Investing activities
We used cash of $389.7 million for investing activities in the first six months of 2024, a decrease of $126.3 million compared to $516.0 million in the same period of 2023. This decrease in net cash used in investing activities was mainly driven by the following factors:
•Capital spending. Capital expenditures, including capitalized software, primarily to support our ERP system implementation, capacity expansion, innovation and cost savings, were $343.5 million in the first six months of 2024 compared to $330.5 million in the same period of 2023. Expenditures increased due to progress on capacity expansion projects and our ERP system implementation. We expect 2024 capital expenditures, including capitalized software, to approximate $600 million to $625 million, a slight decrease from our previously estimated range of $600 million to $650 million. The decrease in our 2024 capital expenditures is largely driven by the wind down of our key strategic initiatives, including completion of the upgrade of a new ERP system across the enterprise in 2024. We intend to use our existing cash and internally generated funds to meet our 2024 capital requirements.
•Investments in partnerships qualifying for tax credits. We make investments in partnership entities that in turn make equity investments in projects eligible to receive federal historic and renewable energy tax credits. We invested approximately $46.1 million in the first six months of 2024, compared to $19.1 million in the same period of 2023.
•Business Acquisition. In 2024, we had no acquisition activity. In May 2023, we acquired Weaver for a cash purchase price of $165.8 million. Further details regarding our business acquisition activity is provided in Note 2 to the Unaudited Consolidated Financial Statements.
•Other investing activities. In the first six months of 2024 and 2023, our other investing activities were minimal.
Financing activities
We used cash of $452.9 million for financing activities in the first six months of 2024, a decrease of $53.8 million compared to $506.7 million in the same period of 2023. This decrease in net cash used in financing activities was mainly driven by the following factors:
•Short-term borrowings, net. In addition to utilizing cash on hand, we use short-term borrowings (commercial paper and bank borrowings) to fund seasonal working capital requirements and ongoing business needs. During the first six months of 2024, we generated cash of $610.0 million predominately through the issuance of short-term commercial paper, partially offset by a decrease in short-term foreign bank borrowings. During the

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first six months of 2023, we generated cash of $166.0 million predominately through the issuance of short-term commercial paper, as well as an increase in short-term foreign bank borrowings.
•Long-term debt borrowings and repayments. During the first six months of 2024, we had no long-term debt borrowings or repayments activity. During the first six months of 2023, we issued $350 million of 4.250% Notes due in May 2028 and $400 million of 4.500% Notes due in May 2033 (the “2023 Notes”). Proceeds from the issuance of the 2023 Notes, net of discounts and issuance costs, totaled $744,092. Additionally, in May 2023 we repaid $250 million of 2.625% Notes and $500 million of 3.375% Notes due upon their maturity
•Dividend payments. Total dividend payments to holders of our Common Stock and Class B Common Stock were $543.9 million during the first six months of 2024, an increase of $130.4 million compared to $413.5 million in the same period of 2023. Details regarding our 2024 cash dividends paid to stockholders are as follows:
Quarter Ended
In millions of dollars except per share amountsMarch 31, 2024June 30, 2024
Dividends paid per share – Common stock$1.370 $2.740 
Dividends paid per share – Class B common stock$1.245 $2.490 
Total cash dividends paid$273.4 $270.5 
Declaration dateFebruary 7, 2024May 2, 2024
Record dateFebruary 20, 2024May 17, 2024
Payment dateMarch 15, 2024June 14, 2024
•Share repurchases. We repurchase shares of Common Stock to offset the dilutive impact of treasury shares issued under our equity compensation plans. The value of these share repurchases in a given period varies based on the volume of stock options exercised and our market price. In addition, we periodically repurchase shares of Common Stock pursuant to Board-authorized programs intended to drive additional stockholder value. Details regarding our share repurchases are as follows:
Six Months Ended
In millionsJune 30, 2024July 2, 2023
Milton Hershey School Trust repurchase (1)$— $239.9 
Shares repurchased in the open market under pre-approved share repurchase programs (2)400.0 — 
Shares repurchased in the open market to replace Treasury Stock issued for stock options and incentive compensation$94.2 $— 
Cash used for total share repurchases (excluding excise tax)$494.2 $239.9 
Total shares repurchased under pre-approved share repurchase programs2.0 1.0 
(1) In February 2023, 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 Milton Hershey School Trust at a price equal to $239.91 per share, for a total purchase price of $239.9 million.

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(2) In July 2018, our Board of Directors approved a $500 million share repurchase authorization to repurchase shares of our Common Stock. As a result of the February 2023 Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, the July 2018 share repurchase authorization was completed. In May 2021, our Board of Directors approved an additional $500 million share repurchase authorization, which was completed as of March 31, 2024. In December 2023, our Board of Directors approved an additional $500 million share repurchase authorization. This program commenced after the existing May 2021 authorization was completed and is to be utilized at management’s discretion. As a result of the share repurchase authorization, approximately $470 million remains available for repurchases under our December 2023 share repurchase authorization. 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.
•Proceeds from exercised stock options and employee tax withholding. During the first six months of 2024, we received $8.2 million from employee exercises of stock options and paid $30.0 million of employee taxes withheld from share-based awards. During the first six months of 2023, we received $22.0 million from employee exercises of stock options and paid $33.0 million of employee taxes withheld from share-based awards. Variances are driven primarily by the number of shares exercised and the share price at the date of grant.

Recent Accounting Pronouncements
Information on recently adopted and issued accounting standards is included in Note 1 to the Unaudited Consolidated Financial Statements.
Critical Accounting Estimates
For information regarding the Company’s critical accounting estimates, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2023 Annual Report on Form 10-K. There have been no material changes to the Company’s critical accounting estimates since December 31, 2023.
Safe Harbor Statement
We are subject to changing economic, competitive, regulatory and technological risks and uncertainties that could have a material impact on our business, financial condition or results of operations. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we note the following factors that, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions that we have discussed directly or implied in this Quarterly Report on Form 10-Q. Many of these forward-looking statements can be identified by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would,” among others.

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

•Our Company’s reputation or brand image might be impacted as a result of issues or concerns relating to the quality and safety of our products, ingredients or packaging, human and workplace rights, and other environmental, social or governance matters, which in turn could result in litigation or otherwise negatively impact our operating results;

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

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

•Risks associated with climate change and other environmental impacts, and increased focus and evolving views of our customers, stockholders and other stakeholders on climate change issues, could negatively affect our business and operations;

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•Increases in raw material and energy costs, along with the availability of adequate supplies of raw materials and our ability to successfully hedge against volatility in raw material pricing, could affect future financial results;

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

•Market demand for new and existing products could decline;

•Increased marketplace competition could hurt our business;

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

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

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

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

•Political, economic and/or financial market conditions, including impacts on our business arising from the ongoing conflict between Russia and Ukraine, could negatively impact our financial results;

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

•Complications with the design, implementation or usage of our new enterprise resource planning system, including the ability to support post-implementation efforts and maintain enhancements, new features or modifications, could adversely impact our business and operations; and

•Such other matters as discussed in our 2023 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarter ending March 31, 2024, and this Quarterly Report on Form 10-Q, including Part II, Item 1A, ”Risk Factors.”
We undertake no obligation to publicly update or revise any forward-looking statements to reflect actual results, changes in expectations or events or circumstances after the date this Quarterly Report on Form 10-Q is filed.  
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The total amount of short-term debt, net of cash, amounted to net debt of $854.2 million and net debt of $317.9 million, at June 30, 2024 and December 31, 2023, respectively. A hypothetical 100 basis point increase in interest rates applied to this variable-rate short-term debt as of June 30, 2024 would have changed interest expense by approximately $4.1 million for the first six months of 2024 and $3.1 million for 2023.
We consider our current risk related to market fluctuations in interest rates on our remaining debt portfolio, excluding fixed-rate debt converted to variable rates with fixed-to-floating instruments, to be minimal since this debt is largely long-term and fixed-rate in nature. Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A 100 basis point increase in market interest rates would decrease the fair value of our fixed-rate long-term debt at June 30, 2024 and December 31, 2023 by approximately $169 million and $203 million, respectively. However, since we currently have no plans to repurchase our outstanding fixed-rate instruments

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before their maturities, the impact of market interest rate fluctuations on our long-term debt does not affect our results of operations or financial position.
Foreign Currency Exchange Rate Risk
We are exposed to currency fluctuations related to manufacturing or selling products in currencies other than the U.S. dollar. We may enter into foreign currency forward exchange contracts to reduce fluctuations in our long or short currency positions relating primarily to purchase commitments or forecasted purchases for equipment, raw materials and finished goods denominated in foreign currencies.
The fair value of foreign currency forward exchange contracts represents the difference between the contracted 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. The potential decline in fair value of foreign currency forward exchange contracts resulting from a hypothetical near-term adverse change in market rates of 10% was $11.6 million as of June 30, 2024 and $20.2 million as of December 31, 2023, generally offset by a reduction in foreign exchange associated with our transactional activities.

Commodities—Price Risk Management and Derivative Contracts
We use futures and options contracts and other commodity derivative instruments in combination with forward purchasing of cocoa products, sugar, corn products, certain dairy products, wheat products, natural gas and diesel fuel primarily to mitigate price volatility and provide visibility to future costs within our supply chain. Significant changes impacting our commodity price risk management since our 2023 Annual Report on Form 10-K are described below.
Cocoa Products
During the first six months of 2024, the average cocoa futures contract price was $3.34 per pound, with a trading range of $1.84 to $5.20 per pound, based on the Intercontinental Exchange futures contract. This average cocoa futures contract price represents an increase of approximately 124% compared to the 2023 annual average of $1.49 per pound. The production forecast for the 2024 – 2025 season is improving in Ghana and Ivory Coast, due to a combination of favorable weather conditions and decreased demand for cocoa; however, the price outlook for cocoa remains uncertain due to significant liquidity and volatility issues, which may have an impact on our financial condition and results of operations.
Our costs for cocoa products will not necessarily reflect market price fluctuations because of our forward purchasing and hedging practices (including amount and duration thereof), premiums and discounts reflective of varying delivery times, and supply and demand for our specific varieties and grades of cocoa liquor, cocoa butter and cocoa powder. We generally hedge commodity price risks for 3- to 24-month periods. As a result, the average market prices are not necessarily indicative of our average costs.
Commodity Sensitivity Analysis
Our open commodity derivative contracts had a notional value of $92.3 million as of June 30, 2024 and $94.9 million as of December 31, 2023. At the end of the second quarter of 2024, the potential change in fair value of commodity derivative instruments, assuming a 10% decrease in the underlying commodity price, would have increased our net unrealized losses by $1.4 million, generally offset by a reduction in the cost of the underlying commodity purchases.
For additional information about our market risks, see Item 7A under Part II of our 2023 Annual Report on Form 10-K.

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Item 4. CONTROLS AND PROCEDURES    
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2024.
Changes in Internal Controls Over Financial Reporting
During the second quarter of 2024, we completed the process of our multi-year implementation of a new global enterprise resource planning (“ERP”) system, which replaced our existing operating and financial systems. The ERP system is designed to accurately maintain the Company’s financial records, enhance operational functionality, and provide timely information to the Company’s management team related to the operation of the business. During the third quarter of 2022, we completed the implementation of one operating segment that is included in our International segment. In July 2023, we completed the transition to our new consolidated financial reporting book of record. During October 2023, we completed the implementation of our new ERP system in the North America Salty Snacks segment. We completed the implementation of our new ERP system in the North America Confectionery segment and select operating segments included in our International segment in April 2024. The implementation of the new ERP system results in material changes to our internal controls over financial reporting. The Company has updated the internal controls as appropriate and will continue to monitor the impact of the implementation on our financial reporting business processes. Other than the ERP system implementation, there have been no changes to the Company’s internal control over financial reporting during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
Information on legal proceedings is included in Note 15 to the Unaudited Consolidated Financial Statements.
Item 1A. Risk Factors.
When evaluating an investment in our Common Stock, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our 2023 Annual Report on Form 10-K (the "2023 Form 10-K"), Part II, Item 1A, “Risk Factors,” of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (the “Q1 2024 Quarterly Report”), and the information contained in this Quarterly Report on Form 10-Q and our other reports and registration statements filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
There were no purchases of our Common Stock made by or on behalf of Hershey, or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, of Hershey, during the three months ended June 30, 2024.
During the three months ended June 30, 2024, no shares of Common Stock were purchased in open market transactions in connection with our standing authorization to buy back shares sufficient to offset those issued under incentive compensation plans, which authorization does not have a dollar or share limit and is not included in our share repurchase authorizations described in the following paragraph.
In May 2021, our Board of Directors approved a $500 million share repurchase authorization, which was completed as of March 31, 2024. In December 2023, our Board of Directors approved an additional $500 million share repurchase authorization. This program commenced after the existing May 2021 authorization was completed and is to be utilized at management’s discretion. As a result of the share repurchase authorization, approximately $470 million remains available for repurchases under our December 2023 share repurchase authorization. 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.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.


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Item 5. Other Information.
Director and Executive Officer Trading
A portion of our directors’ and officers’ compensation is in the form of equity awards and, from time to time, they may engage in open-market transactions with respect to their Company securities for diversification or other personal reasons. All such transactions in Company securities by directors and officers must comply with the Company’s Insider Trading Policy, which requires that transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
The following table describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended June 30, 2024, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). No other Rule 10b5-1 trading arrangements or “non-Rule 10b5–1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers during such period.
Name and TitleDate of Adoption of 10b5-1 Plan
Duration of 10b5-1 Plan(1)
Aggregate Number of Securities to be Sold or Purchased
Michele G. Buck
President, Chief Executive Officer
5/23/2024
04/30/2025
Exercise and sell 66,710 stock options
Jennifer L. McCalman
VP, Chief Accounting Officer
5/10/2024
5/13/2025
Sell 1,094 shares
Charles R. Raup
President, U.S. Confection
5/29/2024
8/29/2025
Sell 4,000 shares
Kristin J. Riggs
President, Salty Snacks
5/31/2024
5/30/2025
Sell 9,000 shares
Christopher M. Scalia
Senior Vice President, Chief Human Resources Officer and Chief Transformation Officer
5/24/2024
11/29/2024
Sell 5,000 shares
James Turoff
Senior Vice President, General Counsel and Secretary
5/29/2024
8/30/2024
Gift 543 shares
Steven E. Voskuil
Senior Vice President, Chief Financial Officer
5/17/2024
7/31/2025
Sell 12,000 shares

(1) The plan duration is until the date listed in this column or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.


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Item 6. Exhibits.
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
Exhibit NumberDescription
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
101.LABInline XBRL Taxonomy Extension Label Linkbase
101.PREInline XBRL Taxonomy Extension Presentation Linkbase
101.DEFInline XBRL Taxonomy Extension Definition Linkbase
104
The cover page from the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, formatted in Inline XBRL and contained in Exhibit 101.
*
Filed herewith
**
Furnished herewith





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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE HERSHEY COMPANY
 (Registrant)
Date:August 1, 2024
/s/ Steven E. Voskuil
Steven E. Voskuil
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
Date:August 1, 2024/s/ Jennifer L. McCalman
Jennifer L. McCalman
Vice President, Chief Accounting Officer
(Principal Accounting Officer)


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Document

Exhibit 31.1
CERTIFICATION
I, Michele G. Buck, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of The Hershey Company;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 


/s/ MICHELE G. BUCK
Michele G. Buck
Chief Executive Officer
(Principal Executive Officer)
August 1, 2024

The Hershey Company | Q2 2024 Form 10-Q | Exhibit 31.1
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Document

Exhibit 31.2
CERTIFICATION
I, Steven E. Voskuil, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of The Hershey Company;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
/S/ STEVEN E. VOSKUIL
Steven E. Voskuil
Chief Financial Officer
(Principal Financial Officer)
August 1, 2024

The Hershey Company | Q2 2024 Form 10-Q | Exhibit 31.2
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Document

Exhibit 32.1
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of The Hershey Company (the “Company”) hereby certify, to the best of their knowledge, that the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date:
August 1, 2024
/s/ MICHELE G. BUCK
Michele G. Buck
Chief Executive Officer
(Principal Executive Officer)
Date:
August 1, 2024
/s/ STEVEN E. VOSKUIL
Steven E. Voskuil
Chief Financial Officer
(Principal Financial Officer)
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



The Hershey Company | Q2 2024 Form 10-Q | Exhibit 32.1
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