HSY 10-K Annual Report Dec. 31, 2018 | Alphaminr

HSY 10-K Fiscal year ended Dec. 31, 2018

HERSHEY CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 15(a)(1): Financial StatementsItem 15(a)(2): Financial Statement ScheduleItem 15(a)(3): ExhibitsItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of December 17, 2017, among the Company, Alphabet Merger Sub Inc. and Amplify Snack Brands, Inc. is incorporated by reference from Exhibit 2.1 to the Companys Current Report on Form 8-K filed December 18, 2017. 2.2 Asset Purchase Agreement, dated as of September 12, 2018, among the Company, B&G Foods, Inc. and the Selling Subsidiaries (as named therein) is incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K filed September 13, 2018. 3.2 The Company's By-laws, as amended and restated as of February 21, 2017.* 1)2.900% Notes due 2020 3)3.100% Notes due 2021 5)3.375% Notes due 2023 10.6(a) 364 Day Credit Agreement, dated as of January 8, 2018, among the Company, Citibank, N.A., Bank of America N.A. and Royal Bank of Canada, is incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed January 9, 2018. 10.6(b) Letter Agreement, by and between the Company and Citibank, N.A., terminating the 364 Day Credit Agreement effective October 24, 2018 is incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. 10.9(b) Stock Purchase Agreement, dated November 7, 2018, between Milton Hershey School Trust, by its trustee, Hershey Trust Company, and the Company is incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 8, 2018. 10.11(a) Form of Notice of Award of Restricted Stock Units (pre-February 15, 2016 version) is incorporated by reference from Exhibit 10.9 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015.+ 10.12(d) Form of Notice of Special Award of Restricted Stock Units (3-year cliff vest, pre-February 22, 2017 version) is incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed February 18, 2016.+ 10.13(a) Terms and Conditions of Nonqualified Stock Option Awards under the Equity and Incentive Compensation Plan (pre-February 15, 2016 version) is incorporated by reference from Exhibit 10.2 to the Companys Current Report on Form 8-K filed February 24, 2012.+ 10.14(a) Form of Notice of Award of Performance Stock Units (pre-February 15, 2016 version) is incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 24, 2012.+ 10.15 Form of Notice of Special Award of Performance Stock Units is incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed May 5, 2017.+ 10.16 The Long-Term Incentive Program Participation Agreement is incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K filed February 18, 2005.+ 10.17 The Companys Deferred Compensation Plan, Amended and Restated as of June 27, 2012, is incorporated by reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 1, 2012.+ 10.18(a) The Companys Supplemental Executive Retirement Plan, Amended and Restated as of October 2, 2007, is incorporated by reference from Exhibit 10.6 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007.+ 10.18(b) First Amendment to the Companys Supplemental Executive Retirement Plan, Amended and Restated as of October2, 2007, is incorporated by reference from Exhibit 10.5 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008.+ 10.19 The Companys Compensation Limit Replacement Plan, Amended and Restated as of January1, 2009, is incorporated by reference from Exhibit 10.6 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008.+ 10.20 The Companys Executive Benefits Protection Plan (Group 3A), Amended and Restated as of June 27, 2012, is incorporated by reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 1, 2012.+ 10.21 The Company's Executive Benefits Protection Plan (Group 3), Amended and Restated as of June 27, 2012, is incorporated by reference from Exhibit 10.18 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015.+ 10.22 Executive Confidentiality and Restrictive Covenant Agreement, adopted as of February16, 2009, is incorporated by reference from Exhibit 10.4 to the Companys Annual Report on Form 10-K for the fiscal year ended December31, 2008.+ 10.23(a) Employee Confidentiality and Restrictive Covenant Agreement, amended as of February 18, 2013, is incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.+ 10.23(b) Employee Confidentiality and Restrictive Covenant Agreement, amended as of October 10, 2016, is incorporated by reference from Exhibit 10.21(b) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2016.+ 10.24(a) Executive Employment Agreement with John P. Bilbrey, dated as of August 7, 2012, is incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 1, 2012.+ 10.24(b) First Amendment to Executive Employment Agreement, dated as of November 16, 2015, by and between the Company and John P. Bilbrey is incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 19, 2015.+ 10.24(c) Retirement Agreement, dated as of February 22, 2017, by and between the Company and John P. Bilbrey is incorporated by reference from Exhibit 10.2 to the Companys Current Report on Form 8-K/A filed February 24, 2017.+ 10.25 Executive Employment Agreement, effective as of March 1, 2017, by and between the Company and Michele G. Buck is incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K/A filed February 24, 2017.+ 10.26 The Companys Directors Compensation Plan, Amended and Restated as of December 2, 2008, is incorporated by reference from Exhibit 10.8 to the Companys Annual Report on Form 10-K for the fiscal year ended December31, 2008. 21.1 Subsidiaries of the Registrant.* 23.1 Consent of Ernst & Young LLP.* 23.2 ` Consent of KPMG LLP.* 31.1 Certification of Michele G. Buck, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Patricia A. Little, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Michele G. Buck, Chief Executive Officer, and Patricia A. Little, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**