Transcription of THE HERSHEY COMPANY
1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____to_____Commission file number 1-183 THE HERSHEY COMPANY (Exact name of registrant as specified in its charter)Delaware23-0691590(State or other jurisdiction of incorporation or organization)( Employer Identification No.) 19 East Chocolate Avenue, HERSHEY , PA 17033 (Address of principal executive offices and Zip Code) (717) 534-4200 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, one dollar par valueHSYNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: Class B Common Stock, one dollar par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
2 Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 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 ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes 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 .
3 See the definitions of large accelerated filer, accelerated filer, smaller reporting COMPANY and "emerging growth COMPANY " in Rule 12b-2 of the Exchange accelerated filer Accelerated filer Non-accelerated filer Smaller reporting COMPANY Emerging growth COMPANY If an emerging growth COMPANY , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
4 Indicate by check mark whether the registrant is a shell COMPANY (as defined in Rule 12b-2 of the Exchange Act). Yes No As of June 26, 2020 (the last business day of the registrant s most recently completed second fiscal quarter), the aggregate market value of the voting and non-voting common equity held by non-affiliates was $18,511,997,783. Class B Common Stock is not listed for public trading on any exchange or market system. However, Class B shares are convertible into shares of Common Stock at any time on a share-for-share basis. Determination of aggregate market value assumes all outstanding shares of Class B Common Stock were converted to Common Stock as of June 26, 2020. The market value indicated is calculated based on the closing price of the Common Stock on the New York Stock Exchange on June 26, 2020 ($ per share).
5 Indicate the number of shares outstanding of each of the registrant s classes of common stock, as of the latest practicable date. Common Stock, one dollar par value 146,551,766 shares, as of February 12, 2021. Class B Common Stock, one dollar par value 60,613,777 shares, as of February 12, INCORPORATED BY REFERENCE Portions of the COMPANY 's Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form HERSHEY COMPANYA nnual Report on Form 10-KFor the Fiscal Year Ended December 31, 2020 TABLE OF CONTENTSPART IItem Factors8 Item Staff Comments14 Item Proceedings15 Item Safety Disclosures15 Supplemental ItemInformation About Our Executive Officers16 PART IIItem for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities17 Item Financial Data19 Item 's Discussion and Analysis of Financial Condition and Results of Operations20 Item and Qualitative Disclosures About Market Risk41 Item Statements and Supplementary Data45 Item in and Disagreements with Accountants on Accounting and Financial Disclosure99 Item and Procedures99 Item Information100 PART IIIItem , Executive Officers and Corporate Governance101 Item Compensation101 Item Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters101 Item Relationships and Related Transactions.
6 And Director Independence102 Item Accountant Fees and Services102 PART IVItem and Financial Statement Schedules103 Item 10-K Summary106 Signatures107 Schedule II Valuation and Qualifying Accounts108 cautionary Note regarding forward -Looking StatementsThis Annual Report on Form 10-K, including the exhibits hereto and the information incorporated by reference herein, contains forward -looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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.
7 forward -looking statements are predictions only and actual results could differ materially from management s expectations due to a variety of factors, including those described below in Item 1A. Risk Factors and in Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations. All forward -looking statements attributable to us or persons working on our behalf are expressly qualified in their entirety by such risk factors. Given these risks and uncertainties, you should not rely on forward -looking statements as a prediction of actual results. The forward -looking statements that we make in this Annual Report on Form 10-K are based on management s current views and assumptions regarding future events and speak only as of their dates. We assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward -looking statements that we make, or to make corrections to reflect future events or developments, except as required by the federal securities HERSHEY COMPANY | 2020 Form 10-K | Page 1 PART I Item 1.
8 BUSINESS The HERSHEY COMPANY was incorporated under the laws of the State of Delaware on October 24, 1927 as a successor to a business founded in 1894 by Milton S. HERSHEY . In this report, the terms HERSHEY , COMPANY , we, us or our mean The HERSHEY COMPANY and its wholly-owned subsidiaries and entities in which it has a controlling financial interest, unless the context indicates otherwise. HERSHEY is a global confectionery leader known for bringing goodness to the world through chocolate, sweets, mints, gum and other great tasting snacks. We are the largest producer of quality chocolate in North America, a leading snack maker in the United States and a global leader in chocolate and non-chocolate confectionery. We market, sell and distribute our products under more than 90 brand names in approximately 85 countries SegmentsOur organizational structure is designed to ensure continued focus on North America, coupled with an emphasis on profitable growth in our focus international markets.
9 Our business is primarily organized around geographic regions, which enables us to build processes for repeatable success in our global markets. As a result, we have defined our operating segments on a geographic basis, as this aligns with how our Chief Operating Decision Maker ( CODM ) manages our business, including resource allocation and performance assessment. Our North America business, which generates approximately 91% of our consolidated revenue, is our only reportable segment. None of our other operating segments meet the quantitative thresholds to qualify as reportable segments; therefore, these operating segments are combined and disclosed below as International and Other. North America - This segment is responsible for our traditional chocolate and non-chocolate confectionery market position, as well as our grocery and growing snacks market positions, in the United States and Canada.
10 This includes developing and growing our business in chocolate and non-chocolate confectionery, pantry, food service and other snacking product lines. International and Other - International and Other is a combination of all other operating segments that are not individually material, including those geographic regions where we operate outside of North America. We currently have operations and manufacture product in China, Mexico, Brazil, India and Malaysia, primarily for consumers in these regions, and also distribute and sell confectionery products in export markets of Asia, Latin America, Middle East, Europe, Africa and other regions. This segment also includes our global retail operations, including HERSHEY 's Chocolate World stores in HERSHEY , Pennsylvania, New York City, Las Vegas, Niagara Falls (Ontario) and Singapore, as well as operations associated with licensing the use of certain of the COMPANY 's trademarks and products to third parties around the world.