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What changed in Hershey Company (The)'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Hershey Company (The)'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+281 added−282 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-18)

Top changes in Hershey Company (The)'s 2025 10-K

281 paragraphs added · 282 removed · 241 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAdditionally, the Company offers a “Best of Both” flexible work model for corporate and commercial employees to balance work and personal well-being. This model allows employees the option to work either remotely, in-office, or both, depending on individual needs, personal schedules and work demands.
Biggest changeThis model allows employees the option to work either remotely, in-office, or both, depending on individual needs, personal schedules and work demands. This model offers the benefits of flexibility and in-person collaboration, while improving productivity, boosting job satisfaction, and increasing employee engagement. • Togetherness . We believe our business is stronger when we practice our Company value of Togetherness.
This includes ready-to-eat SkinnyPop popcorn, baked and trans fat free Pirates Booty snacks and Dot’s Homestyle Pretzels snacks. • Within our International segment, we manufacture, market and sell many of these same brands, as well as other brands that are marketed regionally, such as Pelon Pelo Rico confectionery products in Mexico, IO-IO snack products in Brazil and Sofit beverage products in India.
This includes ready-to-eat SkinnyPop and LesserEvil popcorn, baked and trans fat-free Pirates Booty snacks and Dot’s Homestyle Pretzels snacks. • Within our International segment, we manufacture, market and sell many of these same brands, as well as other brands that are marketed regionally, such as Pelon Pelo Rico confectionery products in Mexico, IO-IO snack products in Brazil and Sofit beverage products in India.
Products and Brands Our principal product offerings include chocolate and non-chocolate confectionery products; gum and mint refreshment products and protein bars; snack items such as popcorn, pretzels, spreads, snack bites and mixes; and pantry items, such as baking ingredients, toppings and beverages. • Within our North America Confectionery segment, our product portfolio includes a wide variety of chocolate offerings marketed and sold under the renowned brands of Hershey’s , Reese’s and Kisses , along with other popular chocolate and non-chocolate confectionery brands such as Jolly Rancher , Almond Joy , Brookside, barkTHINS , Cadbury, Good & Plenty , Heath , Kit Kat ® , Payday , Rolo ® , Twizzlers , Sour Strips, Whoppers Table of Contents The Hershey Company | 2024 Form 10-K | Page 2 and York .
Table of Contents The Hershey Company | 2025 Form 10-K | Page 2 Products and Brands Our principal product offerings include chocolate and non-chocolate confectionery products; gum and mint refreshment products and protein bars; snack items such as popcorn, pretzels, spreads, snack bites and mixes; and pantry items, such as baking ingredients, toppings, and beverages. • Within our North America Confectionery segment, our product portfolio includes a wide variety of chocolate offerings marketed and sold under the renowned brands of Hershey’s , Reese’s and Kisses , along with other popular chocolate and non-chocolate confectionery brands such as Jolly Rancher , Almond Joy , Brookside, barkTHINS , Cadbury, Good & Plenty , Heath , Kit Kat ® , Payday , Rolo ® , Twizzlers , Sour Strips, Whoppers and York .
Our most significant licensing agreements are as follows: Company Brand Location Requirements Kraft Foods Ireland Intellectual Property Limited/Cadbury UK Limited York Peter Paul Almond Joy Peter Paul Mounds Worldwide None Cadbury UK Limited Cadbury Caramello United States Minimum sales requirement exceeded in 2024 Société des Produits Nestlé SA Kit Kat ® Rolo ® United States Minimum unit volume sales exceeded in 2024 Iconic IP Interests, LLC Good & Plenty Heath Jolly Rancher Milk Duds Payday Whoppers Worldwide None Research and Development We engage in a variety of research and development activities in a number of countries, including the U.S., Mexico, Brazil, India and Malaysia.
Our most significant licensing agreements are as follows: Company Brand Location Requirements Kraft Foods Ireland Intellectual Property Limited/Cadbury UK Limited York Peter Paul Almond Joy Peter Paul Mounds Worldwide None Cadbury UK Limited Cadbury Caramello United States Minimum sales requirement exceeded in 2025 Société des Produits Nestlé SA Kit Kat ® Rolo ® United States Minimum unit volume sales exceeded in 2025 Iconic IP Interests, LLC Good & Plenty Heath Jolly Rancher Milk Duds Payday Whoppers Worldwide None Research and Development We engage in a variety of research and development activities in a number of countries, including the U.S., Mexico, Brazil, India, and Malaysia.
In addition to offering competitive, fair and transparent compensation, we also offer a suite of benefits, including comprehensive health and meaningful retirement benefits to eligible employees, tying incentive compensation to both business and individual performance, offering parental leave and adoption benefits and maintaining an employee stock purchase plan.
In addition to offering competitive and transparent compensation, we also offer a suite of benefits, including comprehensive health and meaningful retirement benefits to eligible employees, tying incentive compensation to both business and individual performance, offering parental leave and adoption benefits and maintaining an employee stock purchase plan.
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.
We currently have operations and manufacture product in Mexico, Brazil, India and Malaysia, primarily for consumers in these regions, and distribute and sell confectionery products in export markets of Asia, Latin America, Middle East, Europe, Africa and other regions.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 5 Environmental Considerations Beyond ordinary operating and capital expenditures that we make to comply with government regulations, including environmental laws and regulations, Hershey has made several voluntary commitments to drive long-term growth and business resilience and reduce our environmental impacts, including efforts to eliminate commodity-driven deforestation and reduce greenhouse gas (“GHG”) emissions across our own operations and supply chain.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 5 Environmental Considerations Beyond ordinary operating and capital expenditures that we make to comply with government regulations, including environmental laws and regulations, Hershey has made several voluntary commitments to drive long-term growth and business resilience and reduce our environmental impacts, including efforts to eliminate commodity-driven deforestation and reduce greenhouse gas (“GHG”) emissions across our own operations and supply chain.
Further, our eight employee-led Business Resource Groups, which include Abilities First, Black Heritage, Asian and Pacific Islander, GenH (Generations), Latino, Prism (LGBTQ), Veterans and Women’s, are open to all and play a critical role in providing mentoring and career development opportunities for all, delivering commercial business insights, and connecting people to the Company and the communities where we do business.
Further, our eight employee-led Business Resource Groups, which include Abilities First, Black Heritage, Asian and Pacific Islander, GenH, Latino, Prism, Veterans and Women’s, are open to all and play a critical role in providing mentoring and career development opportunities for all, delivering commercial business insights, and connecting people to the Company and the communities where we do business.
In 2024, approximately 27% of our consolidated net sales were made to McLane Company, Inc., one of the largest wholesale distributors in the United States (“U.S.”) to convenience stores, drug stores, wholesale clubs and mass merchandisers and the primary distributor of our products to Wal-Mart Stores, Inc.
In 2025, approximately 27% of our consolidated net sales were made to McLane Company, Inc., one of the largest wholesale distributors in the United States (“U.S.”) to convenience stores, drug stores, wholesale clubs and mass merchandisers and the primary distributor of our products to Wal-Mart Stores, Inc.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 4 Trademarks, Service Marks and License Agreements We own various registered and unregistered trademarks and service marks. The trademarks covering our key product brands are of material importance to our business.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 4 Trademarks, Service Marks and License Agreements We own various registered and unregistered trademarks and service marks. The trademarks covering our key product brands are of material importance to our business.
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 70 countries worldwide.
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 85 brand names in approximately 65 countries worldwide.
These surveys are further supplemented with quarterly and informative enterprise summits and team “Ask Me Anything” meetings, which, in conjunction with the continuous listening surveys, generate stronger employee engagement with the Company’s strategy, initiatives and leadership. Table of Contents The Hershey Company | 2024 Form 10-K | Page 6 • Talent Acquisition, Development and Training .
These surveys are further supplemented with quarterly and informative enterprise connects and leadership “Ask Me Anything” meetings, which, in conjunction with the continuous listening surveys, generate stronger employee engagement with the Company’s strategy, initiatives and leadership. Table of Contents The Hershey Company | 2025 Form 10-K | Page 6 • Talent Acquisition, Development and Training .
Table of Contents The Hershey Company | 2024 Form 10-K | Page 8
Table of Contents The Hershey Company | 2025 Form 10-K | Page 8
During 2025, agreements are expected to be negotiated for certain employees at seven facilities, none of which are within the United States, comprising approximately 69% of total employees under collective bargaining agreements. We believe our efforts in managing our workforce have been effective, as evidenced by a strong culture and a good relationship between the Company and our employees.
During 2026, agreements are expected to be negotiated for certain employees at six facilities, one of which is within the United States, comprising approximately 76% of total employees under collective bargaining agreements. We believe our efforts in managing our workforce have been effective, as evidenced by a strong culture and a good relationship between the Company and our employees.
The percentage of total consolidated net sales for our businesses outside of the United States was 12.8% for 2024, 12.7% for 2023 and 12.5% for 2022. The percentage of total long-lived assets outside of the United States was 15.4% as of December 31, 2024 and 17.4% as of December 31, 2023.
The percentage of total consolidated net sales for our businesses outside of the United States was 12.3% for 2025, 12.8% for 2024 and 12.7% for 2023. The percentage of total long-lived assets outside of the United States was 15.9% as of December 31, 2025 and 15.4% as of December 31, 2024.
Adverse changes in climate or extreme weather, crop disease, political unrest and other problems in cocoa-producing countries have caused price fluctuations in the past, but have never resulted in the total loss of a particular producing country’s cocoa crop and/or exports.
West Africa accounts for approximately 70% of the world’s supply of cocoa beans. Adverse changes in climate or extreme weather, crop disease, political unrest and other problems in cocoa-producing countries have caused price fluctuations in the past, but have never resulted in the total loss of a particular producing country’s cocoa crop and/or exports.
We also provide a number of innovative programs designed to promote physical and emotional well-being, including ergonomic workspaces, a state-of-the-art fitness center at our Hershey, Pennsylvania campus and private rooms designed for quiet reflection, prayer or wellness breaks.
We also provide a number of innovative programs designed to promote physical and emotional well-being, including ergonomic workspaces, a state-of-the-art fitness center at our Hershey, Pennsylvania campus and private rooms designed for quiet reflection, prayer or wellness breaks. The Company also offers a “Best of Both” flexible work model for corporate and commercial employees to balance work and personal well-being.
To learn more about our Sustainability-related goals, progress and initiatives, as well as review our annual ESG Report and accompanying suite of Environmental, Social and Governance (“ESG”) reporting frameworks, policies, and disclosures, access the Sustainability section of our website at: https://www.thehersheycompany.com/en_us/sustainability.html .
To learn more about our sustainability-related goals, progress, and initiatives, as well as review our annual Responsible Business Report and accompanying suite of sustainability reporting frameworks, policies, and disclosures, visit: https://www.thehersheycompany.com/en_us/sustainability.html .
In the event that a significant disruption occurs in any given country, we believe cocoa from other producing countries and from current physical cocoa stocks in consuming countries would provide a significant supply buffer. Our trading company in Switzerland performs all aspects of cocoa procurement, including price risk management, physical supply procurement and sustainable sourcing oversight.
In the event that a significant disruption occurs in any given country, we believe cocoa from other producing countries and from current physical cocoa stocks in consuming countries would provide a significant supply buffer.
You may obtain a copy of any of these reports, free of charge, from the Investors section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains an Internet site that also contains these reports at www.sec.gov .
We file or furnish annual, quarterly and current reports, proxy statements and other information, including amendments to these reports, with the SEC. You may obtain a copy of any of these reports, free of charge, from the Investors section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We also use substantial quantities of sugar, corn products, Class II and IV dairy products, wheat products, peanuts, almonds and energy in our production process. Most of these inputs for our domestic and Canadian operations are purchased from suppliers in the United States. For our international operations, inputs not locally available may be imported from other countries.
Most of these inputs for our domestic and Canadian operations are purchased from suppliers in the United States. For our international operations, inputs not locally available may be imported from other countries.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 7 Business Realignment Activities and Strategic Initiatives From time to time, we implement business realignment activities to support key strategic initiatives designed to maintain long-term growth.
Business Realignment Activities and Strategic Initiatives From time to time, we implement business realignment activities to support key strategic initiatives designed to maintain long-term growth.
In addition, copies of the Company’s annual report will be made available, free of charge, on written request to the Company.
The SEC maintains an Internet site that also contains these reports at www.sec.gov . In addition, copies of the Company’s annual report will be made available, free of charge, on written request to the Company.
Sour Strips is an emerging sour candy brand and is available in a wide range of food distribution channels in the United States. On May 31, 2023, we completed the acquisition of certain assets that provide additional manufacturing capacity from Weaver Popcorn Manufacturing, Inc.
On November 8, 2024, we completed the acquisition of the Sour Strips brand from Actual Candy, LLC. Sour Strips is an emerging sour candy brand and is available in a wide range of food distribution channels in the United States.
Human Capital As of December 31, 2024, the Company employed approximately 18,540 full-time and 1,490 part-time employees worldwide. Collective bargaining agreements covered approximately 6,525 employees, or approximately 33% of the Company’s employees worldwide.
Human Capital As of December 31, 2025, the Company employed approximately 17,550 full-time and 2,045 part-time employees worldwide. Collective bargaining agreements covered approximately 5,570 employees, or approximately 28% of the Company’s employees worldwide.
Costs associated with business realignment activities are classified in our Consolidated Statements of Income as described in Note 9 to the Consolidated Financial Statements. Available Information The Company's website address is www.thehersheycompany.com . We file or furnish annual, quarterly and current reports, proxy statements and other information, including amendments to these reports, with the SEC.
Costs associated with business realignment activities are classified in our Consolidated Statements of Income as described in Note 9 to the Consolidated Financial Statements. Table of Contents The Hershey Company | 2025 Form 10-K | Page 7 Available Information The Company's website address is www.thehersheycompany.com .
(“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.
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.
These cocoa products are purchased directly from third-party suppliers, who source cocoa beans that are grown principally in Far Eastern, West African, Central and South American regions. West Africa accounts for approximately 70% of the world’s supply of cocoa beans.
Raw Materials and Pricing Cocoa products, including cocoa liquor, cocoa butter and cocoa powder processed from cocoa beans, are the most significant raw materials we use to produce our chocolate products. These cocoa products are purchased directly from third-party suppliers, who source cocoa beans that are grown principally in Far Eastern, West African, Central and South American regions.
Financial and other information regarding our segments is provided in our Management’s Discussion and Analysis and Note 13 to the Consolidated Financial Statements. Business Acquisitions On November 8, 2024, we completed the acquisition of the Sour Strips brand from Actual Candy, LLC.
Financial and other information regarding our segments is provided in our Management’s Discussion and Analysis and Note 13 to the Consolidated Financial Statements.
Through individual development plans, learning opportunities, feedback and coaching, employees can build careers at The Hershey Company, as evidenced by the fact that the majority of our executive officers were promoted from within the organization (see Information about Our Executive Officers ). • Compensation, Benefits and Wellness .
Through individual development plans, learning opportunities, feedback and coaching, employees can build careers at The Hershey Company, as evidenced by our fill rate for director and above roles where greater than 70% have been promoted internally over the past three years. • Compensation, Benefits and Wellness .
The trading company optimizes the supply chain for our cocoa requirements, with a strategic focus on gaining real time access to cocoa market intelligence. It also provides us with the ability to recruit and retain world class commodities traders and procurement professionals and enables enhanced collaboration with commodities trade groups, the global cocoa community and sustainable sourcing resources.
It also provides us with the ability to recruit and retain world class commodities traders and procurement professionals and enables enhanced collaboration with commodities trade groups, the global cocoa community and sustainable sourcing resources. We also use substantial quantities of sugar, corn products, Class II and IV dairy products, wheat products, peanuts, almonds, and energy in our production process.
This offers the benefits of flexibility and in-person collaboration, while maintaining productivity and overall job satisfaction. • Togetherness . We believe our business is stronger when we practice our Company value of Togetherness. Our people-focused programs help advance innovation, business growth and create a strong company culture that is fair, which enables us to delight consumers with beloved snacking brands.
Our people-focused programs help advance innovation, business growth and create a strong company culture that enables us to delight consumers with beloved snacking brands. In 2025, we maintained equitable pay achievements, including aggregate salary U.S. gender pay equity.
In 2024, the Company was recognized among the World’s Most Ethical Companies as rated by Ethisphere, achieved global Great Place to Work certifications, and was recognized as a Best Place to Work for Disability Inclusion based on our Disability Equality Index score. • Community and Social Impact .
In 2025, the Company was recognized for workplace excellence and disability inclusion, including Great Place to Work in nine countries, Leading Disability Employer, and a 100% Disability Equality Index score. • Community and Social Impact .
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Table of Contents The Hershey Company | 2024 Form 10-K | Page 3 Raw Materials and Pricing Cocoa products, including cocoa liquor, cocoa butter and cocoa powder processed from cocoa beans, are the most significant raw materials we use to produce our chocolate products.
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Business Acquisitions On November 18, 2025, we completed the acquisition of LesserEvil, LLC (“LesserEvil”), previously a privately held company that produces and sells organic popcorn and puffed snack products to retailers and distributors in the United States and Canada. The acquisition complements Hershey’s existing portfolio and increases manufacturing capacity.
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We continue that legacy today through our global sustainability strategy: Our Shared Goodness Promise, which guides how we empower the remarkable people who make and sell our brands, interact with farming communities that grow our ingredients, deliver on our commitments to consumers, customers, and external stakeholders, protect the environment and support children and youth.
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Table of Contents The Hershey Company | 2025 Form 10-K | Page 3 Our trading company in Switzerland performs all aspects of cocoa procurement, including price risk management, physical supply procurement, and sustainable sourcing oversight. The trading company optimizes the supply chain for our cocoa requirements, with a strategic focus on gaining real time access to cocoa market intelligence.
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The Company also offers SmartFlex benefits which is our suite of policies that allows individuals to create their own balance between work and personal life, including flexing work time based on work priorities or personal commitments, such as caring for children or family members. We believe that this flexibility improves productivity, boosts job satisfaction and increases employee engagement.
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We continue that legacy today through our global sustainability strategy which guides how we embed resilience into our enterprise, including how we source ingredients, operate with efficiency, and produce a portfolio of products for a range of consumer needs.
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Our gender representation includes women occupying many of the top positions in the Company, including Chief Executive Officer and Chairman of the Board, Chief Accounting Officer and President, Salty Snacks, and approximately 50% representation across the Company. Additionally, four of our 10 Board members are women (40% representation).
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In 2024, we maintained fair and equitable pay achievements, including aggregate salary U.S. gender pay equity and aggregate U.S. salary people of color pay equity.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeClimate change poses a significant and increasing risk to global food production systems and to the safety and resilience of the communities where we live, work and source our ingredients. The GHG impacts of land-use change are most pronounced in our cocoa supply chain, where we have already been working for several years to prevent deforestation and build climate resilience.
Biggest changeThe GHG impacts of land-use change are most pronounced in our cocoa supply chain, where we have already been working for several years to prevent deforestation and build climate and ingredient resilience. Additionally, any non-compliance with legislative and regulatory requirements could negatively impact our reputation and ability to do business.
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.
Risks associated with climate change and other environmental impacts, and increased focus and evolving views of our customers, stockholders and other stakeholders on environmental issues, could negatively affect our business and operations.
Our continued success is impacted by many factors, including the following: • Effective retail execution; • Appropriate advertising campaigns and marketing programs; • Our ability to secure adequate shelf space at retail locations; • Our ability to drive sustainable innovation and maintain a strong pipeline of new products in the confectionery and broader snacking categories; • Our ability to react to changes in product category consumption; • Our response to consumer demographics and trends, including but not limited to, trends relating to store trips and the impact of the growing digital commerce channel; and • Consumer health and wellness concerns, including weight management (i.e., use of medications, dieting) and the consumption of certain ingredients.
Our continued success is impacted by many factors, including the following: • Effective retail execution; • Appropriate advertising campaigns and marketing programs; • Our ability to secure adequate shelf space at retail locations; • Our ability to drive sustainable innovation and maintain a strong pipeline of new products in the confectionery and broader snacking categories; • Our ability to react to changes in product category and channel consumption; • Our response to consumer demographics and trends, including but not limited to, trends relating to store trips and the impact of the growing digital commerce channel; and • Consumer health and wellness concerns, including weight management (i.e., use of medications, dieting) and the consumption of certain ingredients.
If we are not able to increase our selling prices or reduce product sizes (including if inflation outpaces our pricing elasticity) sufficiently, or in a timely manner, to offset increased raw material, energy or other input costs, including packaging, freight, tariffs, direct labor, overhead and employee benefits, or if our sales volume decreases significantly, there could be a negative impact on our financial condition and results of operations.
If we are not able to increase our selling prices or reduce product sizes (including if inflation outpaces our pricing elasticity) sufficiently, or in a timely manner, to offset future increased raw material, energy or other input costs, including packaging, freight, tariffs, direct labor, overhead and employee benefits, or if our sales volume decreases significantly, there could be a negative impact on our financial condition and results of operations.
The EUDR, and other current or proposed regulations in markets in which we operate, are likely to increase our compliance costs, could depress sales in such markets if our products are not in compliance by applicable effective dates, and could result in fines and penalties or reputational harm if we do not fully comply.
The EUDR, and other current or proposed regulations in markets in which we operate, are likely to increase our compliance costs, could depress sales in such markets if our products are not in compliance by applicable effective dates, and can result in fines and penalties or reputational harm if we do not fully comply.
These negative impacts could result from changes in food and drug laws, laws related to advertising and marketing practices, accounting standards, taxation compliance and requirements, tariffs on U.S. imports and retaliatory tariffs in response, competition laws, employment laws, import/export requirements and environmental laws, among others.
These negative impacts could result from changes in food and drug laws, laws related to advertising and marketing practices, accounting standards, taxation compliance and requirements, tariffs on U.S. imports and retaliatory tariffs in response, competition laws, employment laws, import/export requirements, AI, and environmental laws, among others.
The Company publishes its environmental goals, with a particular focus on achieving an absolute reduction in our Scope 1 and 2 GHG emissions, Forest Land and Agriculture (FLAG) emissions, and non-FLAG emissions consistent with global environmental standards.
The Company publishes its environmental goals, with a particular focus on achieving an absolute reduction in our Scope 1 and 2 GHG emissions, Forest Land and Agriculture (“FLAG”) emissions, and non-FLAG emissions consistent with global environmental standards.
There continues to be competitive product and pricing pressures in the markets where we operate, as well as challenges in maintaining profit margins. We must maintain mutually beneficial relationships with our key customers, including retailers and distributors, to compete effectively. Our largest customer, McLane Company, Inc., accounted for approximately 27% of our consolidated net sales in 2024.
There continues to be competitive product and pricing pressures in the markets where we operate, as well as challenges in maintaining profit margins. We must maintain mutually beneficial relationships with our key customers, including retailers and distributors, to compete effectively. Our largest customer, McLane Company, Inc., accounted for approximately 27% of our consolidated net sales in 2025.
Risks Related to Our Business and Operations 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.
Risks Related to Our Business and Operations Our Company’s reputation or brand image might be impacted as a result of issues, concerns or regulatory changes 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.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 9 We might not be able to hire, engage and retain the talented global human capital we need to drive our growth strategies. Our future success depends upon our ability to identify, hire, develop, engage and retain talented personnel across the globe.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 9 We might not be able to hire, engage, and retain the talented global human capital we need to drive our growth strategies. Our future success depends upon our ability to identify, hire, develop, engage, and retain talented personnel across the globe.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 11 Market demand for new and existing products could decline. We operate in highly competitive markets and rely on continued demand for our products. To generate revenues and profits, we must sell products that appeal to our customers and to consumers.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 11 Market demand for new and existing products could decline. We operate in highly competitive markets and rely on continued demand for our products. To generate revenues and profits, we must sell products that appeal to our customers and to consumers.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 14 Risks Related to Digital Transformation, Cybersecurity and Data Privacy Disruptions, failures or security breaches of our information technology infrastructure could have a negative impact on our operations. Information technology is critically important to our business operations.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 14 Risks Related to Digital Transformation, Cybersecurity and Data Privacy Disruptions, failures or security breaches of our information technology infrastructure could have a negative impact on our operations. Information technology is critically important to our business operations.
Climate-related changes can increase variability in, or otherwise impact, natural disasters, including weather patterns, with the potential for increased frequency and severity of significant weather events, natural hazards, rising mean temperature and sea levels, and long-term changes in precipitation patterns.
Climate and broader environmental-related changes can increase variability in, or otherwise impact, natural disasters, including weather patterns, with the potential for increased frequency and severity of significant weather events, natural hazards, rising mean temperature and sea levels, and long-term changes in precipitation patterns.
This ERP system replaces our legacy operating and financial systems and 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.
This ERP system replaced our legacy operating and financial systems and 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.
Risks Related to Governmental and Regulatory Changes Changes in governmental laws, regulations and policies could increase our costs and liabilities or impact demand for our products. Changes in U.S. and non-U.S. laws, regulations and policies and the manner in which they are interpreted or applied may alter our business environment.
Risks Related to Governmental and Regulatory Changes Changes in governmental laws, regulations and policies, including taxes and tariffs, could increase our costs and liabilities or impact demand for our products. Changes in U.S. and non-U.S. laws, regulations and policies and the manner in which they are interpreted or applied may alter our business environment.
New or increasing laws and regulations related to GHG emissions and other climate change related concerns may adversely affect us, our suppliers and our customers, and may require the Company to invest in additional capital investments to maintain compliance. Our value chain faces similar challenges as our products rely on agricultural ingredients and a global supply chain.
Laws and regulations related to GHG emissions and other climate or environmental related concerns may adversely affect us, our suppliers and our customers, and may require the Company to invest in additional capital investments to maintain compliance. Our value chain faces similar challenges as our products rely on agricultural ingredients and a global supply chain.
We may be able to pass some or all raw material, energy and other input cost increases to customers by increasing the selling prices of our products or decreasing the size of our products; however, higher product prices or decreased product sizes may also result in a reduction in sales volume and/or consumption.
We may be able to pass some or all raw material, energy, and other input cost increases to customers by increasing the selling prices of our products or decreasing the size of our products; however, higher product prices or decreased product sizes have in the past and may in the future result in a reduction in sales volume and/or consumption.
Volatility in food and energy costs, sustained global recessions, broad political instability, rising unemployment, pandemic, or other outbreak of disease, climate change, weather, natural and other disasters, changing consumer demand, and declines in personal spending could adversely impact our revenues, profitability and financial condition.
Volatility in food and energy costs, sustained global recessions, broad political instability, rising unemployment, pandemic, or other outbreaks of disease, climate change, weather, natural and other disasters, changing consumer demand, and declines in personal spending can adversely impact our revenues, profitability, and financial condition.
Commodities are subject to price volatility and changes in supply caused by numerous factors, including: • Commodity market fluctuations; • Currency exchange rates; • Imbalances between supply and demand; • Rising levels of inflation and interest rates related to domestic and global economic conditions or supply chain issues; • The effects of climate change and extreme weather on crop yield and quality; • Speculative influences; • Trade agreements among producing and consuming nations; • Supplier compliance with commitments; • Import/export requirements for raw materials and finished goods; • Political unrest in producing countries; • Introduction of living income premiums or similar requirements; • Changes in governmental agricultural programs and energy policies; and • Other events beyond our control such as the impacts on the business or supply chain arising from the ongoing conflict between Russia and Ukraine.
Commodities are subject to price volatility and changes in supply caused by numerous factors, including: • Commodity market fluctuations; • Currency exchange rates; • Imbalances between supply and demand; • Rising levels of inflation and interest rates related to domestic and global economic conditions or supply chain issues; • The effects of climate change and extreme weather on crop yield and quality; • Speculative influences; • Trade agreements among producing and consuming nations, including tariffs; • Supplier compliance with commitments; • Import/export requirements for raw materials and finished goods; • Political unrest in producing countries; • Introduction of living income premiums or similar requirements; • Changes in governmental agricultural programs and energy policies; and • Other events beyond our control such as the impacts on the business or supply chain from international conflicts or geopolitical tensions.
We are in the process of a multi-year implementation of a new global enterprise resource planning (“ERP”) system; specifically, in April 2024, we operationalized the final phase of our project by implementing our new ERP system in the North America Confectionery segment and select business units included in our International segment.
We operationalized the final phase of our multi-year implementation of a new global enterprise resource planning (“ERP”) system in April 2024, by implementing the new system in the North America Confectionery segment and select business units included in our International segment.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 10 The effects and costs of climate change, or any failure to meet related requirements and expectations, could have a negative impact on our reputation, financial condition and results of operations.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 10 The effects and costs of environmental impacts, or any failure to meet related requirements and expectations, could have a negative impact on our reputation, financial condition and results of operations.
In 2024, 2023 and 2022, respectively, we derived approximately 12.8%, 12.7% and 12.5% of our net sales from customers located outside of the United States. Additionally, approximately 15% of our total long-lived assets were located outside of the United States as of December 31, 2024.
In 2025, 2024 and 2023, respectively, we derived approximately 12.3%, 12.8% and 12.7% of our net sales from customers located outside of the United States. Additionally, approximately 16% of our total long-lived assets were located outside of the United States as of December 31, 2025.
Additionally, if the ERP system does not operate as intended, the Table of Contents The Hershey Company | 2024 Form 10-K | Page 15 effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess those controls adequately could be further delayed. Item 1B. UNRESOLVED STAFF COMMENTS None.
Additionally, if the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess those controls adequately could be further delayed. Item 1B. UNRESOLVED STAFF COMMENTS None.
We use information technology to manage all business processes including manufacturing, financial, logistics, sales, marketing and administrative functions. These processes collect, interpret and distribute business data and communicate internally and externally with employees, suppliers, customers and other third parties. We are regularly the target of cyber, ransomware and other security threats.
We use information technology to manage all business processes including manufacturing, financial, logistics, sales, marketing and administrative functions. These processes collect, interpret, and distribute business data and communicate internally and externally with employees, suppliers, customers, and other third parties.
The EUDR is scheduled to be effective in December 2025, following a one-year postponement.
The EUDR is scheduled to be effective in December 2026, following a two-year postponement.
Any disruptions or difficulties in using our ERP system could result in harm to our business, including our ability to forecast, manufacture or facilitate the shipment of our product, record net sales and collect our outstanding receivables.
Any disruptions or difficulties in using our ERP system could result in harm to our business, Table of Contents The Hershey Company | 2025 Form 10-K | Page 15 including our ability to forecast, manufacture or facilitate the shipment of our product, record net sales and collect our outstanding receivables.
A significant reduction in liquidity could increase counterparty risk associated with certain suppliers and service providers, resulting in disruption to our supply chain and/or higher costs, and could impact our customers, resulting in a reduction in our revenue, or a possible increase in bad debt expense. Additionally, in February 2022, Russia invaded Ukraine and this conflict is still ongoing.
A significant reduction in liquidity could increase counterparty risk associated with certain suppliers and service providers, resulting in disruption to our supply chain and/or higher costs, and could impact our customers, resulting in a reduction in our revenue, or a possible increase in bad debt expense.
In 2023, we completed the acquisition of certain assets that provide additional manufacturing capacity from Weaver Popcorn, a manufacturer of SkinnyPop popcorn, which helped us strengthen our supply chain capabilities.
In 2024, we completed the acquisition of the Sour Strips brand from Actual Candy, LLC. Sour Strips is an emerging sour candy brand. In 2023, we completed the acquisition of certain assets that provide additional manufacturing capacity from Weaver Popcorn, a manufacturer of SkinnyPop popcorn, which helped us strengthen our supply chain capabilities.
Additionally, in February 2024, the Board of Directors approved the Advancing Agility & Automation Table of Contents The Hershey Company | 2024 Form 10-K | Page 13 Initiative, which is a multi-year productivity program 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.
For instance, in February 2024, the Board of Directors approved the AAA Initiative, which is a multi-year productivity program 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.
If the acquisitions, divestitures or joint ventures are not successfully implemented or completed, there could be a negative impact on our financial condition, results of operations and cash flows. In 2024, we completed the acquisition of the Sour Strips brand from Actual Candy, LLC. Sour Strips is an emerging sour candy brand.
If the acquisitions, divestitures, or joint ventures are not successfully implemented or completed, there could be a negative impact on our financial condition, results of operations and cash flows.
Climate change or weather-related disruptions to our supply chain can impact the availability and cost of materials needed for manufacturing, which may increase insurance and other operating costs. Increased focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change, including regulation of GHG emissions.
Climate change or weather-related disruptions to our supply chain can impact the availability and cost of materials needed for manufacturing, which may increase insurance and other operating costs.
Despite continued vigilance in these areas, disruptions in or failures of information technology systems are possible and could have a negative impact on our operations or business reputation.
AI technologies may amplify certain existing technology-related risks such as cybersecurity threats, data privacy concerns, and intellectual property challenges. Despite continued vigilance in these areas, disruptions in or failures of information technology systems are possible and could have a negative impact on our operations or business reputation.
For example, our cost of sales during the year ended 2024 compared to the same period of 2023 experienced an incremental $563.0 million of favorable mark-to-market activity on our commodity derivative instruments intended to economically hedge future years’ commodity purchases, more than offsetting higher commodity costs.
For the year ended December 31, 2025, in addition to higher commodity costs, our cost of sales increased compared to the same period of 2024 as a result of $491.0 million of unfavorable mark-to-market activity on our commodity derivative instruments intended to economically hedge future years’ commodity purchases.
Additionally, any non-compliance with legislative and regulatory requirements could negatively impact our reputation and ability to do business. Investors, customers, advisory services, government regulators and other market participants may be focused on the environmental or sustainability practices, disclosures and performance of companies.
Investors, customers, advisory services, government regulators, and other market participants may be focused on the environmental or sustainability practices, disclosures and performance of companies.
During the year ended 2024, market prices for the majority of our exchange traded commodities increased, including cocoa, which has increased approximately 130% since the beginning of the year.
During the year ended 2025, market prices for the majority of our exchange traded commodities remained volatile, including cocoa which has decreased from record highs but remains structurally elevated.
Additionally, from time to time we implement business realignment activities to support key strategic initiatives designed to maintain long-term sustainable growth, such as the International Optimization Program, which we commenced in the fourth quarter of 2020 and completed in 2023.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 13 Additionally, from time to time we implement business realignment activities to support key strategic initiatives designed to maintain sustainable long-term growth.
In addition, we may incur increased credit and other business risks because we operate in a highly competitive retail environment. Risks Related to Strategic Initiatives Our financial results may be adversely impacted by the failure to successfully execute or integrate acquisitions, divestitures and joint ventures.
Our competitors may incorporate AI into their business more successfully than us, which could have an adverse effect on our competitive position, reputation and operations. Risks Related to Strategic Initiatives Our financial results may be adversely impacted by the failure to successfully execute or integrate acquisitions, divestitures and joint ventures.
Removed
In addition, the acquisitions of Dot’s and Pretzels in Table of Contents The Hershey Company | 2024 Form 10-K | Page 12 2021 were important steps in our journey to expand our breadth in snacking, as they should enable us to bring scale and category management capabilities to a key sub-segment of the warehouse snack aisle.
Added
Increased focus on the financial impacts of environment and climate change has led to evolving legislative and regulatory efforts to deal with potential causes and adverse impacts of climate change, including regulation of GHG emissions.
Removed
This program was intended to increase our operating effectiveness and efficiency, to reduce our costs and/or to generate savings that can be reinvested in other areas of our business.
Added
Climate and broader changes in the environment pose a significant and increasing risk to global food production systems and to the safety and resilience of the communities where we live, work and source our ingredients.
Removed
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.
Added
In addition, we may incur increased credit and other business risks because we operate in a highly competitive retail environment. Furthermore, artificial intelligence (“AI”) technologies have developed rapidly, and our business may be adversely affected if we cannot successfully integrate AI into our business in a timely, cost-effective, and compliant manner.
Removed
In response, the U.S. and other countries have imposed sanctions on Russia and may impose further sanctions that could damage or disrupt international commerce and the global economy. With respect to the conflict between Russia and Ukraine, the situation remains dynamic and subject to rapid and possibly material change.
Added
In November 2025, we completed the acquisition of LesserEvil, LLC, previously a privately held company that produces and sells organic popcorn and puffed snack products to retailers and distributors in the United States and Table of Contents The Hershey Company | 2025 Form 10-K | Page 12 Canada. The acquisition complements Hershey’s existing portfolio and increases manufacturing capacity.
Removed
The Company’s efforts to manage and mitigate any direct or indirect effects from this conflict may ultimately be unsuccessful, and the effectiveness of these efforts depends on factors beyond our control, including the duration of the conflict and potential governmental actions.
Added
Some of the risks of operating internationally have negatively affected our financial condition and results of operations, including the imposition of tariffs on U.S. imports and associated retaliatory tariffs.
Removed
The potential effects of the ongoing conflict between Russia and Ukraine may also impact many of the other risk factors described herein.
Added
Additionally, compliance with new and evolving laws, regulations or industry standards relating to AI may require significant investment and resources, and may limit our ability to use AI, which may result in reputational harm, legal liability or other adverse effects on our operations and overall business. Political, economic and/or financial market conditions could negatively impact our financial results.
Added
We, and our third-party service providers, are regularly the target of rapidly evolving cyber threats, including denial of service attacks, ransomware, spyware, misinformation, phishing/smishing/vishing attacks, business compromise attacks, typosquatting, automated attacks, employee errors, negligence or malfeasance, the use of malicious codes or worms, payment fraud, and other unauthorized occurrences on, or conducted through, our or our third-party service providers' information systems and networks.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTable of Contents The Hershey Company | 2024 Form 10-K | Page 16 Cybersecurity Governance and Oversight The Company’s Board of Directors has a mix of experiences, skills, qualifications and backgrounds to support strategy and risk oversight, including expertise in cybersecurity and oversight of cybersecurity matters.
Biggest changeTable of Contents The Hershey Company | 2025 Form 10-K | Page 16 Cybersecurity Governance and Oversight The Company’s Board of Directors has a mix of experiences, skills, qualifications, and backgrounds to support strategy and risk oversight, including expertise in cybersecurity and oversight of cybersecurity matters.
We maintain and routinely test backup systems and disaster recovery and also have processes in place to prevent disruptions resulting from our implementation of new software and systems. The Company has a comprehensive incident response plan to address cybersecurity incidents.
We maintain and routinely test backup systems and disaster recovery and have processes in place to prevent disruptions resulting from our implementation of new software and systems. The Company has a comprehensive incident response plan to address cybersecurity incidents.
While we are regularly subject to cybersecurity attacks, ransomware and other security breaches, the Company has not experienced any material cybersecurity incidents or a series of related unauthorized occurrences for the year ended December 31, 2024.
While we are regularly subject to cybersecurity attacks, ransomware and other security breaches, the Company has not experienced any material cybersecurity incidents or a series of related unauthorized occurrences for the year ended December 31, 2025.
These trainings provide employees the opportunity to gain an understanding of the various forms of cybersecurity incidents and enable our employees to handle and report any suspicious activity or threat. Table of Contents The Hershey Company | 2024 Form 10-K | Page 17
These trainings provide employees with the opportunity to gain an understanding of the various forms of cybersecurity incidents and enable our employees to handle and report any suspicious activity or threat. Table of Contents The Hershey Company | 2025 Form 10-K | Page 17

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES Our principal properties include the following: Country Location Type Status (Own/Lease) United States Hershey, Pennsylvania (3 principal plants) Manufacturing—confectionery products and pantry items Own Lancaster, Pennsylvania Manufacturing—confectionery products Own Hazleton, Pennsylvania Manufacturing—confectionery products Own Robinson, Illinois Manufacturing—confectionery products and pantry items Own Stuarts Draft, Virginia Manufacturing—confectionery products and pantry items Own Edgerton, Kansas Manufacturing—salty snack products Own Bluffton, Indiana Manufacturing—salty snack products Lease Plymouth, Indiana Manufacturing—salty snack products Lease Lawrence, Kansas Manufacturing—salty snack products Lease Whitestown, Indiana Manufacturing—salty snack products Lease Annville, Pennsylvania Distribution Own Palmyra, Pennsylvania Distribution Own Edwardsville, Illinois Distribution Own Ogden, Utah Distribution Own Kennesaw, Georgia Distribution Lease Whitestown, Indiana Distribution Lease Hershey, Pennsylvania Corporate administrative Lease New York, New York Retail Lease Canada Brantford, Ontario Distribution Own Mexico Monterrey, Mexico Manufacturing—confectionery products Own El Salto, Mexico Manufacturing—confectionery products and pantry items Own Malaysia Johor, Malaysia Manufacturing—confectionery products Own In addition to the locations indicated above, we also own or lease several other properties and buildings worldwide which we use for manufacturing, sales, distribution and administrative functions.
Biggest changePROPERTIES Our principal properties include the following: Country Location Type Status (Own/Lease) United States Hershey, Pennsylvania (3 principal plants) Manufacturing—confectionery products and pantry items Own Lancaster, Pennsylvania Manufacturing—confectionery products Own Hazleton, Pennsylvania Manufacturing—confectionery products Own Robinson, Illinois Manufacturing—confectionery products and pantry items Own Stuarts Draft, Virginia Manufacturing—confectionery products and pantry items Own Edgerton, Kansas Manufacturing—salty snack products Own Bluffton, Indiana Manufacturing—salty snack products Lease Plymouth, Indiana Manufacturing—salty snack products Lease Lawrence, Kansas Manufacturing—salty snack products Lease Whitestown, Indiana Manufacturing—salty snack products Lease Annville, Pennsylvania Distribution Own Palmyra, Pennsylvania Distribution Own Edwardsville, Illinois Distribution Own Ogden, Utah Distribution Own Kennesaw, Georgia Distribution Lease Whitestown, Indiana Distribution Lease Brewster, New York Distribution Lease Hershey, Pennsylvania Corporate administrative Lease New York, New York Retail Lease Canada Brantford, Ontario Distribution Own Mexico Monterrey, Mexico Manufacturing—confectionery products Own El Salto, Mexico Manufacturing—confectionery products and pantry items Own Malaysia Johor, Malaysia Manufacturing—confectionery products Own In addition to the locations indicated above, we also own or lease several other properties and buildings worldwide which we use for manufacturing, sales, distribution, and administrative functions.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

5 edited+3 added−2 removed2 unchanged
Biggest changeScalia 49 Senior Vice President, Chief Human Resources Officer (January 2020); Vice President, Global Human Resources (March 2018) James Turoff 48 Senior Vice President, General Counsel and Secretary (May 2021); Acting General Counsel (December 2020); Vice President, Deputy General Counsel (March 2019) Veronica Villasenor 45 President, Salty Snacks (February 2025); Vice President, General Manager Salty Snacks (April 2023); Vice President, General Manager Dot’s and Pretzels, Inc.
Biggest changeReiman 54 Senior Vice President, Chief Supply Chain Officer (June 2019) Natalie Rothman (3) 55 Senior Vice President, Chief Human Resources Officer (August 2025) Stacy Taffet (4) 46 Chief Growth Officer (April 2025) Kirk Tanner (5) 57 President, Chief Executive Officer (August 2025) James Turoff 49 Senior Vice President, General Counsel and Secretary (May 2021); Acting General Counsel (December 2020) Veronica Villasenor 46 President, Salty Snacks (February 2025); Vice President, General Manager Salty Snacks (April 2023); Vice President, General Manager Dot’s and Pretzels, Inc.
(August 2022); Vice President, Marketing US Confection (July 2021); Vice President, Marketing Chocolate (February 2020) Steven E. Voskuil 56 Senior Vice President, Chief Financial Officer (February 2021); Senior Vice President, Chief Financial Officer and Chief Accounting Officer (November 2019) There are no family relationships among any of the above-named officers of our Company. (1) Mr. Archambault was appointed President, U.S.
(August 2022); Vice President, Marketing US Confection (July 2021); Vice President, Marketing Chocolate (February 2020) Steven E. Voskuil 57 Senior Vice President, Chief Financial Officer (February 2021); Senior Vice President, Chief Financial Officer and Chief Accounting Officer (November 2019) There are no family relationships among any of the above-named officers of our Company. (1) Mr. Archambault was appointed President, U.S.
Item 4. MINE SAFETY DISCLOSURES Not applicable. Table of Contents The Hershey Company | 2024 Form 10-K | Page 18 SUPPLEMENTAL ITEM. INFORMATION ABOUT OUR EXECUTIVE OFFICERS The executive officers of the Company, their positions and, as of February 10, 2025, their ages are set forth below.
Item 4. MINE SAFETY DISCLOSURES Not applicable. Table of Contents The Hershey Company | 2025 Form 10-K | Page 18 SUPPLEMENTAL ITEM. INFORMATION ABOUT OUR EXECUTIVE OFFICERS The executive officers of the Company, their positions and, as of February 12, 2026, their ages are set forth below.
Name Age Positions Held During the Last Five Years Andrew Archambault (1) 51 President, U.S. Confection (February 2025) Deepak Bhatia (2) 51 Senior Vice President, Chief Technology Officer (October 2023) Michele G. Buck 63 Chairman of the Board, President and Chief Executive Officer (October 2019) Rohit Grover 52 President, International (April 2019) Jennifer L.
Name Age Positions Held During the Last Five Years Andrew Archambault (1) 52 President, U.S. Confection (February 2025) Deepak Bhatia (2) 52 Senior Vice President, Chief Technology Officer (October 2023) Rohit Grover 53 President, International (April 2019) Jennifer L. McCalman 48 Vice President, Chief Accounting Officer (February 2021); Senior Director, Global Controller (March 2019) Jason R.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 19 PART II
Our Executive Officers are generally appointed each year at the organization meeting of the Board in May. Table of Contents The Hershey Company | 2025 Form 10-K | Page 19 PART II
Removed
McCalman (3) 47 Vice President, Chief Accounting Officer (February 2021); Senior Director, Global Controller (March 2019) Jason R. Reiman 53 Senior Vice President, Chief Supply Chain Officer (June 2019) Christopher M.
Added
Natalie Rothman was appointed Chief Human Resources Officer effective August 18, 2025. Prior to joining our Company, she was Chief People Officer for Inspire Brands (May 2023), a multi-brand, global restaurant company, and Executive Vice President, Chief Human Resources Officer at Advanced Auto Parts (May 2016), an automotive aftermarket parts provider in North America. (4) Ms.
Removed
McCalman was appointed Vice President, Chief Accounting Officer effective February 23, 2021. Prior to joining our Company she was Senior Director and Assistant Controller for Keurig Dr. Pepper (formerly Keurig Green Mountain) (May 2017), a beverage and coffeemaker company. Our Executive Officers are generally appointed each year at the organization meeting of the Board in May.
Added
Stacy Taffet was appointed Chief Growth Officer effective April 14, 2025. Prior to joining our Company, she was Senior Vice President, Marketing (May 2023), Senior Vice President, Brand Marketing, Frito Lay (January 2022), Vice President of Brand Marketing, Frito Lay (October 2020), and Vice President of Marketing, Hydration Portfolio (August 2018) at PepsiCo, a global beverage and convenient food company.
Added
(5) Mr. Kirk Tanner was appointed President, Chief Executive Office effective August 18, 2025. Prior to joining our Company he was the President and Chief Executive Officer of Wendy’s (February 2024), a franchise system of quick-service restaurants, and the Chief Executive Officer of PepsiCo Beverages North America (January 2019), a global beverage and convenient food company.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeApproximately $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.
Biggest changeIn December 2023, our Board of Directors approved a $500 million share repurchase authorization. This program is to be utilized at management’s discretion. 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.
Issuer Purchases of Equity Securities There were no purchases of shares of 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, for each fiscal month in the three months ended December 31, 2024.
Issuer Purchases of Equity Securities There were no purchases of shares of 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, for each fiscal month in the three months ended December 31, 2025.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 20 Stockholder Return Performance Graph The following graph compares our cumulative total stockholder return (Common Stock price appreciation plus dividends, on a reinvested basis) over the last five fiscal years with the Standard & Poor’s 500 Index and the Standard & Poor’s 500 Packaged Foods Index.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 20 Stockholder Return Performance Graph The following graph compares our cumulative total stockholder return (Common Stock price appreciation plus dividends, on a reinvested basis) over the last five fiscal years with the Standard & Poor’s 500 Index and the Standard & Poor’s 500 Packaged Foods Index.
We paid $1,084.8 million in cash dividends on our Common Stock and Class B Stock in 2024 and $889.1 million in 2023. The annual dividend rate on our Common Stock in 2024 was $5.480 per share.
We paid $1,085.3 million in cash dividends on our Common Stock and Class B Stock in 2025 and $1,084.8 million in 2024. The annual dividend rate on our Common Stock in 2025 was $5.480 per share.
The closing price of our Common Stock on December 31, 2024 (the last business day of the of the fiscal year) was $169.35. There were 23,068 stockholders of record of our Common Stock and 5 stockholders of record of our Class B Stock as of December 31, 2024.
The closing price of our Common Stock on December 31, 2025 (the last business day of the of the fiscal year) was $181.98. There were 22,080 stockholders of record of our Common Stock and 5 stockholders of record of our Class B Stock as of December 31, 2025.
On February 5, 2025, our Board declared a quarterly dividend of $1.370 per share of Common Stock payable on March 14, 2025, to stockholders of record as of February 17, 2025. It is the Company’s 380th consecutive quarterly Common Stock dividend. A quarterly dividend of $1.245 per share of Class B Stock also was declared.
On February 4, 2026, our Board declared a quarterly dividend of $1.452 per share of Common Stock payable on March 16, 2026, to stockholders of record as of February 17, 2026. It is the Company’s 384th consecutive quarterly Common Stock dividend. A quarterly dividend of $1.320 per share of Class B Stock also was declared.
Comparison of 5 Year Cumulative Total Return* Among The Hershey Company, the S&P 500 Index, and the S&P 500 Packaged Foods Index December 31, Company/Index 2019 2020 2021 2022 2023 2024 The Hershey Company $ 100 $ 106 $ 137 $ 167 $ 137 $ 128 S&P 500 Index $ 100 $ 118 $ 152 $ 125 $ 157 $ 197 S&P 500 Packaged Foods Index $ 100 $ 105 $ 118 $ 129 $ 120 $ 113 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Comparison of 5 Year Cumulative Total Return* Among The Hershey Company, the S&P 500 Index, and the S&P 500 Packaged Foods Index December 31, Company/Index 2020 2021 2022 2023 2024 2025 The Hershey Company $ 100 $ 130 $ 158 $ 130 $ 121 $ 135 S&P 500 Index $ 100 $ 129 $ 105 $ 133 $ 166 $ 196 S&P 500 Packaged Foods Index $ 100 $ 113 $ 124 $ 114 $ 108 $ 98 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
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.
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.
Removed
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 Milton Hershey School Trust (the “School Trust”), the July 2018 share repurchase authorization was completed.
Removed
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.
Removed
In February 2022, the Company entered into a Stock Purchase Agreement with Hershey Trust Company, as trustee for 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 $203.35 per share, for a total purchase price of $203.4 million.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

131 edited+26 added−25 removed101 unchanged
Biggest changeTable of Contents The Hershey Company | 2024 Form 10-K | Page 24 CONSOLIDATED RESULTS OF OPERATIONS Percent Change For the years ended December 31, 2024 2023 2022 2024 vs 2023 2023 vs 2022 In millions of dollars except per share amounts Net sales $ 11,202.3 $ 11,165.0 $ 10,419.3 0.3 % 7.2 % Cost of sales 5,901.4 6,167.2 5,920.5 (4.3) % 4.2 % Gross profit 5,300.9 4,997.8 4,498.8 6.1 % 11.1 % Gross margin 47.3 % 44.8 % 43.2 % Selling, Marketing & Administrative (“SM&A”) expense 2,373.6 2,436.5 2,236.0 (2.6) % 9.0 % SM&A expense as a percent of net sales 21.2 % 21.8% 21.5% Business realignment costs 29.1 0.4 2.0 NM (77.8) % Operating profit 2,898.2 2,560.9 2,260.8 13.2 % 13.3 % Operating profit margin 25.9 % 22.9 % 21.7 % Interest expense, net 165.7 151.8 137.6 9.1 % 10.3 % Other (income) expense, net 258.6 237.2 206.1 9.0 % 15.1 % Provision for income taxes 252.7 310.1 272.3 (18.5) % 13.9 % Effective income tax rate 10.2 % 14.3 % 14.2 % Net income $ 2,221.2 $ 1,861.8 $ 1,644.8 19.3 % 13.2 % Net income per share—diluted $ 10.92 $ 9.06 $ 7.96 20.5 % 13.8 % Note: Percentage changes may not compute directly as shown due to rounding of amounts presented above.
Biggest changeTable of Contents The Hershey Company | 2025 Form 10-K | Page 24 CONSOLIDATED RESULTS OF OPERATIONS Percent Change For the years ended December 31, 2025 2024 2023 2025 vs 2024 2024 vs 2023 In millions of dollars except per share amounts Net sales $ 11,692.6 $ 11,202.3 $ 11,165.0 4.4 % 0.3 % Cost of sales 7,769.9 5,901.4 6,167.2 31.7 % (4.3) % Gross profit 3,922.7 5,300.9 4,997.8 (26.0) % 6.1 % Gross margin 33.5 % 47.3 % 44.8 % Selling, Marketing & Administrative (“SM&A”) expense 2,460.6 2,373.6 2,436.5 3.7 % (2.6) % SM&A expense as a percent of net sales 21.0 % 21.2% 21.8% Business realignment costs 20.6 29.1 0.4 (29.1) % NM Operating profit 1,441.5 2,898.2 2,560.9 (50.3) % 13.2 % Operating profit margin 12.3 % 25.9 % 22.9 % Interest expense, net 190.2 165.7 151.8 14.8 % 9.1 % Other (income) expense, net 37.1 258.6 237.2 (85.7) % 9.0 % Provision for income taxes 330.9 252.7 310.1 31.0 % (18.5) % Effective income tax rate 27.3 % 10.2 % 14.3 % Net income $ 883.3 $ 2,221.2 $ 1,861.8 (60.2) % 19.3 % Net income per share—diluted $ 4.34 $ 10.92 $ 9.06 (60.3) % 20.5 % Note: Percentage changes may not compute directly as shown due to rounding of amounts presented above.
Unallocated corporate expense totaled $701.2 million in 2024 as compared to $800.4 million in 2023, a decrease of $99.2 or, or 12.4%.
Unallocated corporate expense totaled $701.2 million in 2024 as compared to $800.4 million in 2023, a decrease of $99.2 million, or 12.4%.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 32 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 and (d) other gains or losses that are not integral to segment performance.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 32 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 and (d) other gains or losses that are not integral to segment performance.
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.
We will continue to evaluate the nature and extent of these evolving impacts on our business, consolidated results of operations, segment results, liquidity and capital resources.
The amounts presented in the table do not include items already recorded in accounts payable or accrued liabilities at year-end 2024, nor does the table reflect cash flows we are likely to incur based on our plans, but are not obligated to incur. Such amounts are part of normal operations and are reflected in historical operating cash flow trends.
The amounts presented in the table do not include items already recorded in accounts payable or accrued liabilities at year-end 2025, nor does the table reflect cash flows we are likely to incur based on our plans, but are not obligated to incur. Such amounts are part of normal operations and are reflected in historical operating cash flow trends.
As of December 31, 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.
As of December 31, 2025, 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 do not believe such purchase obligations will adversely affect our liquidity position. Table of Contents The Hershey Company | 2024 Form 10-K | Page 38 In entering into contractual obligations, we have assumed the risk that might arise from the possible inability of counterparties to meet the terms of their contracts.
We do not believe such purchase obligations will adversely affect our liquidity position. Table of Contents The Hershey Company | 2025 Form 10-K | Page 38 In entering into contractual obligations, we have assumed the risk that might arise from the possible inability of counterparties to meet the terms of their contracts.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 28 SEGMENT RESULTS The summary that follows provides a discussion of the results of operations of our three 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.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 28 SEGMENT RESULTS The summary that follows provides a discussion of the results of operations of our three 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.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 41 We test goodwill for impairment by performing either a qualitative or quantitative assessment. If we choose to perform a qualitative assessment, we evaluate economic, industry and company-specific factors in assessing the fair value of the related reporting unit.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 41 We test goodwill for impairment by performing either a qualitative or quantitative assessment. If we choose to perform a qualitative assessment, we evaluate economic, industry and company-specific factors in assessing the fair value of the related reporting unit.
Recent Accounting Pronouncements Information on recently adopted and issued accounting standards is included in Note 1 to the Consolidated Financial Statements. Table of Contents The Hershey Company | 2024 Form 10-K | Page 39 CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements requires management to use judgment and make estimates and assumptions.
Recent Accounting Pronouncements Information on recently adopted and issued accounting standards is included in Note 1 to the Consolidated Financial Statements. Table of Contents The Hershey Company | 2025 Form 10-K | Page 39 CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements requires management to use judgment and make estimates and assumptions.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 34 Investing activities Our principal uses of cash for investment purposes relate to purchases of property, plant and equipment and capitalized software, as well as acquisitions of businesses, partially offset by proceeds from sales of property, plant and equipment.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 34 Investing activities Our principal uses of cash for investment purposes relate to purchases of property, plant and equipment and capitalized software, as well as acquisitions of businesses, partially offset by proceeds from sales of property, plant and equipment.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 30 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 accounted for 10.1%, 9.8% and 9.9% of our net sales in 2024, 2023 and 2022, respectively.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 30 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 accounted for 10.9%, 10.1% and 9.8% of our net sales in 2025, 2024 and 2023, respectively.
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 (“MEA”) and other regions.
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-Pacific (“APAC”), the Middle East and Africa (“MEA”) and other regions.
This $37.8 million fluctuation was primarily due to our 2023 purchase of an irrevocable group annuity contract to settle a portion of our post retirement benefit obligation, partially offset by the timing of certain prepaid expenses and other current assets.
This $37.8 million fluctuation was primarily due to our 2023 purchase of an irrevocable group annuity contract to settle a portion of our post retirement benefit obligation, partially offset by the timing of certain prepaid expenses and other current assets. Pension and Post-Retirement Activity.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 37 Equity Structure We have two classes of stock outstanding – Common Stock and Class B Stock. Holders of the Common Stock and the Class B Stock generally vote together without regard to class on matters submitted to stockholders, including the election of directors.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 37 Equity Structure We have two classes of stock outstanding – Common Stock and Class B Stock. Holders of the Common Stock and the Class B Stock generally vote together without regard to class on matters submitted to stockholders, including the election of directors.
(4) Purchase obligations consist primarily of fixed commitments for the purchase of raw materials to be utilized in the normal course of business. Amounts presented include fixed price forward contracts and unpriced contracts that were valued using market prices as of December 31, 2024.
(4) Purchase obligations consist primarily of fixed commitments for the purchase of raw materials to be utilized in the normal course of business. Amounts presented include fixed price forward contracts and unpriced contracts that were valued using market prices as of December 31, 2025.
Differences between estimated expense and actual program performance are recognized as a change in estimate in a subsequent period and are normally not significant. During 2024, 2023, and 2022, actual annual promotional costs have not deviated from the estimated amount by more than 3%.
Differences between estimated expense and actual program performance are recognized as a change in estimate in a subsequent period and are normally not significant. During 2025, 2024, and 2023, actual annual promotional costs have not deviated from the estimated amount by more than 3%.
Business Acquisitions On November 8, 2024, we completed the acquisition of the Sour Strips brand from Actual Candy, LLC. Sour Strips is an emerging sour candy brand and is available in a wide range of food distribution channels in the United States.
On November 8, 2024, we completed the acquisition of the Sour Strips brand from Actual Candy, LLC. Sour Strips is an emerging sour candy brand and is available in a wide range of food distribution channels in the United States.
We maintain debt levels we consider prudent based on our cash flow, interest coverage ratio and percentage of debt to capital. We use debt financing to lower our overall cost of capital which increases our return on stockholders’ equity. Our total short- and long-term debt was $5.1 billion and $4.8 billion at December 31, 2024 and December 31, 2023, respectively.
We maintain debt levels we consider prudent based on our cash flow, interest coverage ratio and percentage of debt to capital. We use debt financing to lower our overall cost of capital which increases our return on stockholders’ equity. Our total short- and long-term debt was $5.4 billion and $5.1 billion at December 31, 2025 and December 31, 2024, respectively.
Investment gains or losses represent the difference between the expected return estimated using the long-term rate of return and the actual return realized. For 2024, we increased the expected return on plan assets Table of Contents The Hershey Company | 2024 Form 10-K | Page 40 assumption to 6.8% from the 6.7% assumption used during 2023.
Investment gains or losses represent the difference between the expected return estimated using the long-term rate of return and the actual return realized. For 2025, we increased the expected return on plan assets Table of Contents The Hershey Company | 2025 Form 10-K | Page 40 assumption to 7.0% from the 6.8% assumption used during 2024.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 29 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.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 29 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.
Details regarding our share repurchases are as follows: In millions 2024 2023 2022 Milton Hershey School Trust repurchase (1)(2) $ — $ 239.9 $ 203.4 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 $ 25.0 $ 185.6 Cash used for total share repurchases (excluding excise tax) $ 494.2 $ 264.9 $ 389.0 Total shares repurchased under pre-approved share repurchase programs 2.0 1.0 — (1) In February 2023 and 2022, the Company entered into a Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, pursuant to which the Company purchased 1,000,000 shares in 2023 and 2022 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 $239.9 million in 2023.
Details regarding our share repurchases are as follows: In millions 2025 2024 2023 Milton Hershey School Trust repurchase (1)(2) $ — $ — $ 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 $ 25.0 Cash used for total share repurchases (excluding excise tax) $ — $ 494.2 $ 264.9 Total shares repurchased under pre-approved share repurchase programs — 2.0 1.0 (1) In February 2023, the Company entered into a Stock Purchase Agreement with Hershey Trust Company, as trustee for the School Trust, pursuant to which the Company purchased 1,000,000 shares in 2023 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 $239.9 million in 2023.
We market, sell and distribute our products under more than 90 brand names in approximately 70 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.
We market, sell and distribute our products under more than 85 brand names in approximately 65 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.
Earnings Per Share (“EPS”)-diluted was $10.92 in 2024 compared to $9.06 in 2023, an increase of $1.86, or 20.5%. The increase in both net income and EPS-diluted was driven primarily by higher gross profit, lower SM&A expenses and lower income taxes, partially offset by higher business realignment costs and higher other income and expenses.
EPS-diluted was $10.92 in 2024 compared to $9.06 in 2023, an increase of $1.86, or 20.5%. The increase in both net income and EPS-diluted was driven primarily by higher gross profit, lower SM&A expenses and lower income taxes, partially offset by higher business realignment costs and higher other income and expenses.
The 2023 effective rate, relative to the 21% statutory rate, benefited from investment tax credits, partially offset by state taxes. 2023 compared with 2022 Our effective income tax rate was 14.3% for 2023 compared with 14.2% for 2022. Relative to the 21% statutory rate, the 2023 effective tax rate benefited from investment tax credits, partially offset by state taxes.
Relative to the 21% statutory rate, the 2024 effective rate benefited from investment tax credits, partially offset by state taxes. 2024 compared with 2023 Our effective income tax rate was 10.2% for 2024 compared with 14.3% for 2023.
We report our operations through three segments: (i) North America Confectionery, (ii) North America Salty Snacks and (iii) International, as discussed in Note 13 to the Consolidated Financial Statements. Our vision is to be a leading snacking powerhouse. We aspire to be a leader in meeting consumers’ evolving snacking needs while strengthening the capabilities that drive our growth.
We report our operations through three segments: (i) North America Confectionery, (ii) North America Salty Snacks and (iii) International, as discussed in Note 13 to the Consolidated Financial Statements. Our vision is to lead the future of snacking. We aspire to be a leader in meeting consumers’ evolving snacking needs while strengthening the capabilities that drive our growth.
Our 2023 EPS-diluted also benefited from lower weighted-average shares outstanding as a result of share repurchases pursuant to our Board-approved repurchase programs.
Our 2024 EPS-diluted benefited from lower weighted-average shares outstanding as a result of share repurchases pursuant to our Board-approved repurchase programs.
Variances are driven primarily by the number of shares exercised and the share price at the date of grant. Financial Condition At December 31, 2024, our cash and cash equivalents totaled $730.7 million. At December 31, 2023, our cash and cash equivalents totaled $401.9 million.
Variances are driven primarily by the number of shares exercised and the share price at the date of grant. Financial Condition At December 31, 2025, our cash and cash equivalents totaled $925.9 million. At December 31, 2024, our cash and cash equivalents totaled $730.7 million.
The increase was predominantly due to higher gross profit and lower SM&A expenses partially offset by higher business realignment costs, as noted above.
The decrease was predominantly due to lower gross profit and higher SM&A expenses, partially offset by lower business realignment expenses, as noted above.
In addition to the revolving credit facility, we maintain lines of credit in various currencies with domestic and international commercial banks. As of December 31, 2024, we had available capacity of $230 million under these lines of credit.
In addition to the revolving credit facility, we maintain lines of credit in various currencies with domestic and international commercial banks. As of December 31, 2025, we had available capacity of $299 million under these lines of credit.
The Advancing Agility & Automation Initiative, which is a multi-year productivity program 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 AAA Initiative, is a multi-year productivity program 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.
Our trade promotion and consumer incentive accrued liabilities totaled $221.3 million and $194.0 million at December 31, 2024 and 2023, respectively. Pension and Other Post-Retirement Benefits Plans We sponsor a number of defined benefit pension plans. The primary plan is The Hershey Retirement Plan for Salaried and Hourly Employees.
Our trade promotion and consumer incentive accrued liabilities totaled $227.7 million and $221.3 million at December 31, 2025 and 2024, respectively. Pension and Other Post-Retirement Benefits Plans We sponsor a number of defined benefit pension plans. The primary plan is The Hershey Retirement Plan for Salaried and Hourly Employees.
As of December 31, 2024, we had $204 million of available capacity under the agreement. The unsecured revolving credit agreement contains certain financial and other covenants, customary representations, warranties and events of default. We were in compliance with all covenants as of December 31, 2024.
As of December 31, 2025, we had $1.875 million of available capacity under the agreement. The unsecured revolving credit agreement contains certain financial and other covenants, customary representations, warranties and events of default. We were in compliance with all covenants as of December 31, 2025.
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 our Chief Operating Decision Maker, Michele Buck, Chairman of the Board, President, and Chief Executive Officer, and used for resource allocation and internal management reporting and performance evaluation.
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 our Chief Operating Decision Maker, Kirk Tanner, President, and Chief Executive Officer, and used for resource allocation and internal management reporting and performance evaluation.
Pension expense for defined benefit pension plans is expected to be approximately $13 million in 2025. Pension expense beyond 2025 will depend on future investment performance, our contributions to the pension trusts, changes in discount rates and various other factors related to the covered employees in the plans.
Pension income for defined benefit pension plans is expected to be approximately $1 million in 2026. Pension income or expense beyond 2026 will depend on future investment performance, our contributions to the pension trusts, changes in discount rates and various other factors related to the covered employees in the plans.
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 the exercise of stock options, including tax benefits. In 2024 we received $14.7 million from employee exercises of stock options and paid $32.8 million of employee taxes withheld from share-based awards.
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 the exercise of stock options, including tax benefits. In 2025 we received $21.3 million from employee exercises of stock options and paid $18.8 million of employee taxes withheld from share-based awards.
A 100 basis point decrease (increase) in the discount rate assumption for these plans would not be material to the OPEB plans’ consolidated expense and the December 31, 2024 benefit liability would increase by approximately $9 million or decrease by approximately $7 million, respectively.
A 100 basis point decrease (increase) in the discount rate assumption for these plans would not be material to the OPEB plans’ consolidated expense and the December 31, 2025 benefit liability would increase by approximately $10 million or decrease by approximately $8 million, respectively.
Cash Flow Summary The following table is derived from our Consolidated Statements of Cash Flows: In millions of dollars 2024 2023 2022 Net cash provided by (used in): Operating activities $ 2,531.6 $ 2,323.2 $ 2,327.8 Investing activities (960.3) (1,198.7) (787.4) Financing activities (1,296.5) (1,148.3) (1,415.7) Effect of exchange rate changes on cash and cash equivalents 54.0 (38.2) 9.9 Increase (decrease) in cash and cash equivalents $ 328.8 $ (62.0) $ 134.6 Operating activities Our principal source of liquidity is cash flow from operations.
Cash Flow Summary The following table is derived from our Consolidated Statements of Cash Flows: In millions of dollars 2025 2024 2023 Net cash provided by (used in): Operating activities $ 2,277.4 $ 2,531.6 $ 2,323.2 Investing activities $ (1,278.7) $ (960.3) $ (1,198.7) Financing activities $ (803.4) $ (1,296.5) $ (1,148.3) Effect of exchange rate changes on cash and cash equivalents $ (0.2) $ 54.0 $ (38.2) Increase (decrease) in cash and cash equivalents $ 195.1 $ 328.8 $ (62.0) Operating activities Our principal source of liquidity is cash flow from operations.
As a source of short-term financing, 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.
As a source of short-term financing, we maintain a $1.875 billion unsecured revolving credit facility with the option to increase borrowings by an additional $1.0 billion with the consent of the lenders.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 35 • Dividend payments . Total dividend payments to holders of our Common Stock and Class B Common Stock were $1,084.8 million in 2024, $889.1 million in 2023 and $775.0 million in 2022.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 35 • Dividend payments . Total dividend payments to holders of our Common Stock and Class B Common Stock were $1,085.3 million in 2025, $1,084.8 million in 2024 and $889.1 million in 2023.
As of December 31, 2024, the termination date of this agreement is April 26, 2028, however, we may extend the termination date for up to two additional one-year periods upon notice to the administrative agent under the facility. We may use these funds for general corporate purposes, including commercial paper backstop and business acquisitions.
As of December 31, 2025, the termination date of this agreement is October 21, 2030; however, we may extend the termination date for up to two additional one-year periods upon notice to the administrative agent under the facility. We may use these funds for general corporate purposes, including commercial paper backstop and business acquisitions.
International results for the years ended December 31, 2024, 2023 and 2022 were as follows: Percent Change For the years ended December 31, 2024 2023 2022 2024 vs 2023 2023 vs 2022 In millions of dollars Net sales $ 948.0 $ 949.2 $ 853.4 (0.1) % 11.2 % Segment income 111.5 148.3 107.9 (24.8) % 37.4 % Segment margin 11.8 % 15.6 % 12.6 % 2024 compared with 2023 Net sales of our International s egment were $948.0 million in 2024 compared to $949.2 million in 2023, a decrease of $1.2 million, or 0.1%.
International results for the years ended December 31, 2025, 2024 and 2023 were as follows: Percent Change For the years ended December 31, 2025 2024 2023 2025 vs 2024 2024 vs 2023 In millions of dollars Net sales $ 941.6 $ 948.0 $ 949.2 (0.7) % (0.1) % Segment income 3.3 111.5 148.3 (97.0) % (24.8) % Segment margin 0.4 % 11.8 % 15.6 % 2025 compared with 2024 Net sales of our International s egment were $941.6 million in 2025 compared to $948.0 million in 2024, a decrease of $6.4 million, or 0.7%.
A 100 basis point decrease (increase) in the weighted-average pension discount rate would increase the annual net periodic pension benefit expense by approximately $5 million or decrease the annual net periodic pension benefit expense by $4 million, respectively, and the December 31, 2024 pension liability would increase by approximately $50 million or decrease by approximately $43 million, respectively.
A 100 basis point decrease (increase) in the weighted-average pension discount rate would increase the annual net periodic pension benefit expense by approximately $5 million or decrease the annual net periodic pension benefit expense by $4 million, respectively, and the December 31, 2025 pension liability would increase by approximately $48 million or decrease by approximately $42 million, respectively.
The 2023 and 2022 costs related primarily to the International Optimization Program, a program focused on optimizing our China operating model to improve our operational efficiency and provide for a strong, sustainable and simplified base going forward.
The 2023 costs related to the International Optimization Program, a program focused on optimizing our China operating model to improve our operational efficiency and provide for a strong, sustainable and simplified base going forward. This program was completed in 2023.
If an impairment is determined to exist, the loss is calculated based on the estimated fair value of the assets. Results of Impairment Tests At December 31, 2024, the net book value of our goodwill totaled $2.7 billion.
If an impairment is determined to exist, the loss is calculated based on the estimated fair value of the assets. Results of Impairment Tests At December 31, 2025, the net book value of our goodwill totaled $3.0 billion.
In 2024, 2023, and 2022, our other investing activities were minimal. Financing activities Our cash flow from financing activities generally relates to the use of cash for purchases of our Common Stock and payment of dividends, offset by net borrowing activity and proceeds from the exercise of stock options.
In 2025, 2024, and 2023, our other investing activities were minimal. Financing activities Our principal uses of cash for financing activities relates to the use of cash for payment of dividends and for purchases of our Common Stock, partially offset by net borrowing activity and proceeds from the exercise of stock options.
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.
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 imposition of tariffs and retaliatory tariffs, we may continue to experience increasing supply chain costs, higher inflation and other impacts to our business.
Our segment results, including a reconciliation to our consolidated results, were as follows: For the years ended December 31, 2024 2023 2022 In millions of dollars Net Sales: North America Confectionery $ 9,118.6 $ 9,123.1 $ 8,536.5 North America Salty Snacks 1,135.7 1,092.7 1,029.4 International 948.0 949.2 853.4 Total $ 11,202.3 $ 11,165.0 $ 10,419.3 Segment Income: North America Confectionery $ 2,945.7 $ 3,117.0 $ 2,811.1 North America Salty Snacks 199.4 158.3 159.9 International 111.5 148.3 107.9 Total segment income 3,256.6 3,423.6 3,078.9 Unallocated corporate expense (1) 701.2 800.4 735.5 Unallocated mark-to-market (gains) losses on commodity derivatives (2) (460.4) 58.9 78.2 Costs associated with business realignment activities 117.5 3.4 4.4 Operating profit 2,898.3 2,560.9 2,260.8 Interest expense, net 165.7 151.8 137.6 Other (income) expense, net 258.6 237.2 206.2 Income before income taxes $ 2,474.0 $ 2,171.9 $ 1,917.0 (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-related costs and (e) other gains or losses that are not integral to segment performance.
Our segment results, including a reconciliation to our consolidated results, were as follows: For the years ended December 31, 2025 2024 2023 In millions of dollars Net Sales: North America Confectionery $ 9,479.7 $ 9,118.6 $ 9,123.1 North America Salty Snacks 1,271.3 1,135.7 1,092.7 International 941.6 948.0 949.2 Total $ 11,692.6 $ 11,202.3 $ 11,165.0 Segment Income: North America Confectionery $ 2,493.8 $ 2,945.7 $ 3,117.0 North America Salty Snacks 241.8 199.4 158.3 International 3.3 111.5 148.3 Total segment income 2,738.9 3,256.6 3,423.6 Unallocated corporate expense (1) 807.9 701.2 800.4 Unallocated mark-to-market losses (gains) on commodity derivatives (2) 423.2 (460.4) 58.9 Costs associated with business realignment activities 59.4 117.5 3.4 Operating profit 1,448.4 2,898.3 2,560.9 Interest expense, net 190.2 165.7 151.8 Other (income) expense, net 37.1 258.6 237.2 Income before income taxes $ 1,221.1 $ 2,474.0 $ 2,171.9 (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-related costs and (e) other gains or losses that are not integral to segment performance.
Details regarding our 2024 cash dividends paid to stockholders are as follows: Quarter Ended In millions of dollars except per share amounts March 31, 2024 June 30, 2024 September 29, 2024 December 31, 2024 Dividends paid per share – Common stock $ 1.370 $ 1.370 $ 1.370 $ 1.370 Dividends paid per share – Class B common stock $ 1.245 $ 1.245 $ 1.245 $ 1.245 Total cash dividends paid $ 273.4 $ 270.5 $ 270.4 $ 270.5 Declaration date February 7, 2024 May 2, 2024 July 31, 2024 November 6, 2024 Record date February 20, 2024 May 17, 2024 August 16, 2024 November 18, 2024 Payment date March 15, 2024 June 14, 2024 September 16, 2024 December 16, 2024 • Share repurchases .
Details regarding our 2025 cash dividends paid to stockholders are as follows: Quarter Ended In millions of dollars except per share amounts March 31, 2025 June 30, 2025 September 29, 2025 December 31, 2025 Dividends paid per share – Common stock $ 1.370 $ 1.370 $ 1.370 $ 1.370 Dividends paid per share – Class B common stock $ 1.245 $ 1.245 $ 1.245 $ 1.245 Total cash dividends paid $ 271.6 $ 271.2 $ 271.2 $ 271.3 Declaration date February 5, 2025 April 30, 2025 July 29, 2025 October 30, 2025 Record date February 17, 2025 May 16, 2025 August 15, 2025 November 17, 2025 Payment date March 14, 2025 June 16, 2025 September 15, 2025 December 15, 2025 • Share repurchases .
Our cash and cash equivalents at the end of 2024 increased $328.8 million compared to the 2023 year-end balance as a result of the net uses of cash outlined in the previous discussion. Approximately 80% of the balance of our cash and cash equivalents at December 31, 2024 was held by subsidiaries domiciled outside of the United States.
Our cash and cash equivalents at the end of 2025 increased $195.1 million compared to the 2024 year-end balance as a result of the net uses of cash outlined in the previous discussion. Approximately 70% of the balance of our cash and cash equivalents at December 31, 2025 was held by subsidiaries domiciled outside of the United States.
North America Salty Snacks results for the years ended December 31, 2024, 2023 and 2022 were as follows: Percent Change For the years ended December 31, 2024 2023 2022 2024 vs 2023 2023 vs 2022 In millions of dollars Net sales $ 1,135.7 $ 1,092.7 $ 1,029.4 3.9 % 6.1 % Segment income 199.4 158.3 159.9 26.0 % (1.0) % Segment margin 17.6 % 14.5 % 15.5 % 2024 compared with 2023 Net sales for our North America Salty Snacks segment were $1,135.7 million in 2024 compared to $1,092.7 million in 2023, an increase of $43.0 million, or 3.9%.
North America Salty Snacks results for the years ended December 31, 2025, 2024 and 2023 were as follows: Percent Change For the years ended December 31, 2025 2024 2023 2025 vs 2024 2024 vs 2023 In millions of dollars Net sales $ 1,271.3 $ 1,135.7 $ 1,092.7 11.9 % 3.9 % Segment income 241.8 199.4 158.3 21.3 % 26.0 % Segment margin 19.0 % 17.6 % 14.5 % 2025 compared with 2024 Net sales for our North America Salty Snacks segment were $1,271.3 million in 2025 compared to $1,135.7 million in 2024, an increase of $135.6 million, or 11.9% .
Our North America Salty Snacks segment income was $199.4 million in 2024 compared to $158.3 million in 2023 an increase of $41.1 million, or 26.0%. The increase was primarily driven by higher volume, favorable commodity costs, and lower supply chain costs.
Our North America Salty Snacks segment income was $199.4 million in 2024 compared to $158.3 million in 2023, an increase of $41.1 million, or 26.0%. The increase was primarily driven by higher volume, favorable commodity costs, and lower supply chain costs. The increase was partially offset by higher advertising and related consumer marketing costs and unfavorable price realization.
North America Confectionery accounted for 81.4%, 81.7% and 81.9% of our net sales in 2024, 2023 and 2022, respectively.
North America Confectionery accounted for 81.1%, 81.4% and 81.7% of our net sales in 2025, 2024 and 2023, respectively.
We expect 2025 capital expenditures, including capitalized software, of approximately $425 million to $450 million, as capital spending as a percentage of sales is expected to return to historical levels. We intend to use our existing cash and internally generated funds to meet our 2025 capital requirements. • Investments in partnerships qualifying for tax credits .
We expect 2026 capital expenditures, including capitalized software, to approximate $425 million to $475 million, as capital spending as a percentage of sales is expected to remain at historical levels. We intend to use our existing cash and internally generated funds to meet our 2026 capital requirements. • Investments in partnerships qualifying for tax credits .
Marketplace Metrics For the full year 2024, our total U.S. retail takeaway increased 0.8% in the expanded multi-outlet combined plus convenience store channels (MULO+ w/ Convenience), which includes candy, mint, gum, salty snacks and grocery items. Our U.S. candy, mint and gum (“CMG”) consumer takeaway increased 0.1% and experienced a CMG market share decline of 59 basis points.
Marketplace Metrics For the full year 2025, our total U.S. retail takeaway increased 5.4% in the expanded multi-outlet combined plus convenience store channels (MULO+ w/ Convenience), which includes candy, mint, gum, salty snacks and grocery items. Our U.S. candy, mint and gum (“CMG”) consumer takeaway increased 4.9% and experienced a CMG market share decline of approximately 10 basis points.
The increase in the net expense was primarily driven by an increase of $32.8 million of higher write-downs on equity investments qualifying for tax credits in 2024 versus 2023, partially offset by a decrease of $10.6 million of lower non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans. 2023 compared with 2022 Other (income) expense, net totaled an expense of $237.2 million in 2023 versus an expense of $206.1 million in 2022, an increase of $31.1 million, or 15.1%.
The increase in the net expense was primarily driven by an increase of $32.8 million of higher write-downs on equity investments qualifying for tax credits in 2024 versus 2023, partially offset by a decrease of $10.6 million of lower non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans.
Pension and Post-Retirement Activity. We recorded net periodic benefit costs of $32.8 million, $43.2 million and $36.3 million in 2024, 2023 and 2022, respectively, relating to our benefit plans (including our defined benefit and other post retirement plans).
We recorded net periodic benefit costs of $29.2 million, $32.8 million and $43.2 million in 2025, 2024 and 2023, respectively, relating to our benefit plans (including our defined benefit and other post-retirement plans).
Cash contributions to our pension and post retirement plans totaled $15.6 million, $27.6 million and $78.5 million in 2024, 2023 and 2022, respectively.
Cash contributions to our pension and post-retirement plans totaled $15.7 million, $15.6 million and $27.6 million in 2025, 2024 and 2023, respectively.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 36 In 2023 we received $26.0 million from employee exercises of stock options and paid $35.0 million of employee taxes withheld from share-based awards. In 2022 we received $34.2 million from employee exercises of stock options and paid $35.5 million of employee taxes withheld from share-based awards.
In 2024 we received $14.7 million from employee exercises of stock options and paid $32.8 million of employee Table of Contents The Hershey Company | 2025 Form 10-K | Page 36 taxes withheld from share-based awards. In 2023 we received $26.0 million from employee exercises of stock options and paid $35.0 million of employee taxes withheld from share-based awards.
The decrease included $637.9 million of favorable costs, driven by an incremental $563.0 million of favorable mark-to-market activity on our commodity derivative instruments intended to economically hedge future years’ commodity purchases (See Item 7A - Quantitative and Qualitative Disclosures About Market Risk for more information) and lower costs, primarily related to lower sales volume, in line with the declines in net sales noted above.
The decrease included $637.9 million of favorable costs, by an incremental $563.0 million of favorable mark-to-market activity on our commodity derivative instruments intended to economically hedge future years’ commodity purchases and lower costs, primarily related to lower sales volume, in line with the declines in net sales noted above.
North America Confectionery results for the years ended December 31, 2024, 2023 and 2022 were as follows: Percent Change For the years ended December 31, 2024 2023 2022 2024 vs 2023 2023 vs 2022 In millions of dollars Net sales $ 9,118.6 $ 9,123.1 $ 8,536.5 — % 6.9 % Segment income 2,945.7 3,117.0 2,811.1 (5.5) % 10.9 % Segment margin 32.3 % 34.2 % 32.9 % 2024 compared with 2023 Net sales of our North America Confectionery segment were $9,118.6 million in 2024 compared to $9,123.1 million in 2023, a decrease of $4.5 million.
North America Confectionery results for the years ended December 31, 2025, 2024 and 2023 were as follows: Percent Change For the years ended December 31, 2025 2024 2023 2025 vs 2024 2024 vs 2023 In millions of dollars Net sales $ 9,479.7 $ 9,118.6 $ 9,123.1 4.0 % — % Segment income 2,493.8 2,945.7 3,117.0 (15.3) % (5.5) % Segment margin 26.3 % 32.3 % 34.2 % 2025 compared with 2024 Net sales of our North America Confectionery segment were $9,479.7 million in 2025 compared to $9,118.6 million in 2024, an increase of $361.1 million.
We are working to leverage our advanced data and analytical techniques to gain a deep understanding of our consumers, our customers, our shoppers, our end-to-end supply chain, our retail environment and key economic drivers at both a macro and precision level, including digital transformation and new media models.
We are working to Table of Contents The Hershey Company | 2025 Form 10-K | Page 22 leverage our advanced data and analytical techniques to gain a deep understanding of our consumers, our customers, our shoppers, our end-to-end supply chain, our retail environment and key economic drivers at both a macro and precision level, including digital transformation and new media models.
This $311.2 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, a decrease in accounts payable and accrued liabilities due to the timing of vendor and supplier payments, and lower inventory levels.
This $311.2 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, a decrease in accounts payable and accrued liabilities due to the timing of vendor and supplier payments, and lower inventory levels. • Timing of income tax payments contributed to a decrease in operating cash of $17.1 million in 2024, compared to a decrease of $32.5 million in 2023.
The historical average return (compounded annually) over the 20 years prior to December 31, 2024 was approximately 6.8%. As of December 31, 2024, our plans had cumulative unrecognized investment and actuarial losses of approximately $165 million.
The historical average return (compounded annually) over the 20 years prior to December 31, 2025 was approximately 7.0%. As of December 31, 2025, our plans had cumulative unrecognized investment and actuarial losses of approximately $122 million.
We meet these needs primarily with cash on hand, bank borrowings or the issuance of commercial paper. We generated cash of $2.5 billion from operating activities in 2024, an increase of $208.4 million compared to $2.3 billion in 2023.
We meet these needs primarily with cash on hand, bank borrowings or the issuance of commercial paper. We generated cash of $2.3 billion from operating activities in 2025, a decrease of $254.2 million compared to $2.5 billion in 2024.
This $37.5 million fluctuation was primarily due to the variance in actual tax expense for 2023 relative to the timing of quarterly estimated tax payments.
This $99.3 million fluctuation was primarily due to the variance in actual tax expense for 2025 relative to the timing of quarterly estimated tax payments.
Our International segment income was $111.5 million in 2024 compared to $148.3 million in 2023, a decrease of $36.8 million, or 24.8%, primarily resulting from higher commodity costs and unfavorable foreign currency exchange rates, partially offset by favorable price realization and decreased supply chain costs. 2023 compared with 2022 Net sales of our International segment were $949.2 million in 2023 compared to $853.4 million in 2022, an increase of $95.8 million, or 11.2%.
Our International segment income was $111.5 million in 2024 compared to $148.3 million in 2023, a decrease of $36.8 million, or 24.8%, primarily resulting from higher commodity costs and unfavorable foreign currency exchange rates, partially offset by favorable price realization and decreased supply chain costs.
The uncertain macroeconomic environment in many of these markets is expected to continue and we aim to ensure our investments in these international markets are appropriate relative to the size of the opportunity. Table of Contents The Hershey Company | 2024 Form 10-K | Page 22 • Expand Competitive Advantage through Differentiated Capabilities .
The uncertain macroeconomic environment in many of these markets is expected to continue and we aim to ensure our investments in these international markets are appropriate relative to the size of the opportunity. • Expand Competitive Advantage through Differentiated Capabilities .
International results, which accounted for 8.5%, 8.5% and 8.2% of our net sales in 2024, 2023 and 2022, respectively.
International results accounted for 8.1%, 8.5% and 8.5% of our net sales in 2025, 2024 and 2023, respectively.
We used cash of $960.3 million for investing activities in 2024 compared to $1.2 billion in 2023, with the decrease in cash spend driven by a decrease of investments in capabilities and technology as well as a lower level of acquisition activity.
We used cash of $1.2 billion for investing activities in 2023, with the decrease in 2024 in cash spend driven by a decrease of investments in capabilities and technology, as well as a lower level of acquisition activity. Primary investing activities include the following: • Capital spending .
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.
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. Approximately $470 million remains available for repurchases under our December 2023 share repurchase authorization.
The decrease was partially offset by favorable price realization and favorable product mix. Table of Contents The Hershey Company | 2024 Form 10-K | Page 31 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.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 31 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.
(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.
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 2024, we maintained fair and equitable pay achievements, including aggregate salary U.S. gender pay equity and aggregate U.S. salary people of color pay equity. ◦ We continue to make progress on our ESG priorities and continue to elevate these ESG initiatives for a greater global impact.
In 2025, we maintained equitable pay achievements, including aggregate salary U.S. gender pay equity. ◦ We continue to make progress on our sustainability strategy and continue to elevate these important initiatives for a greater global impact.
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 70% throughout 2024 (see Item 7A - Quantitative and Qualitative Disclosures about Market Risk included in this Annual Report on Form 10-K).
We utilize many exchange traded commodities for our business that are subject to price volatility, specifically cocoa products, which continued to experience elevated market prices compared to historical levels (see Item 7A - Quantitative and Qualitative Disclosures about Market Risk included in this Annual Report on Form 10-K).
The increase in the net expense was primarily driven by an increase of $22.2 million of higher write-downs on equity investments qualifying for tax credits in 2023 versus 2022 and an increase of $9.5 million of higher non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans.
The decrease in the net expense was primarily driven by a decrease of $218.8 million write-downs on equity investments qualifying for tax credits in 2025 versus 2024 and a decrease of $2.2 million in non-service cost components of net periodic benefit cost relating to pension and other post-retirement benefit plans.
Operating profit margin increased to 25.9% in 2024 from 22.9% in 2023 by the same factors noted above in gross margin. 2023 compared with 2022 Operating profit was $2,560.9 million in 2023 compared to $2,260.8 million in 2022, an increase of $300.1 million, or 13.3%.
Operating profit margin decreased to 12.3% in 2025 from 25.9% in 2024 by the same factors noted above in gross margin. 2024 compared with 2023 Operating profit was $2,898.2 million in 2024 compared to $2,560.9 million in 2023, an increase of $337.3 million, or 13.2%.
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.
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.
The increase was predominantly due to higher gross profit, partially offset by higher SM&A expenses, as noted above. Operating profit margin decreased to 22.9% in 2023 from 21.7% in 2022 by the same factors noted above in gross margin.
The increase was predominantly due to higher gross profit and lower SM&A expenses partially offset by higher business realignment costs, as noted above in gross margin. Operating profit margin increased to 25.9% in 2024 from 22.9% in 2023 by the same factors noted above in gross margin.
Costs associated with business realignment activities are classified in our Consolidated Statements of Income as described in Note 9 to the Consolidated Financial Statements. Operating Profit and Operating Profit Margin 2024 compared with 2023 Operating profit was $2,898.2 million in 2024 compared to $2,560.9 million in 2023, an increase of $337.3 million, or 13.2%.
Costs associated with business realignment activities are classified in our Consolidated Statements of Income as described in Note 9 to the Consolidated Financial Statements. Operating Profit and Operating Profit Margin 2025 compared with 2024 Operating profit was $1,441.5 million in 2025 compared to $2,898.2 million in 2024, a decrease of $1,456.7 million, or 50.3%.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCorn Products We use corn futures to price our corn sweetener product requirements. A projected record yield for the 2024 U.S. crop kept U.S. supplies healthy and drove prices down compared to 2023. Corn prices traded in the range from $3.90 to $4.85 per bushel during 2024. Corn sweetener prices remained consistent due to tight capacity utilization throughout the industry.
Biggest changeCorn Products We use corn futures to price our corn sweetener product requirements. A near-record yield for the 2025 U.S. crop kept U.S. supplies healthy. Despite the high yield in 2025, corn prices were up compared to 2024, driven by high export demand globally. Corn prices traded between $3.95 to $5.17 per bushel in 2025.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 44 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.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 44 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.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 43 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.
Table of Contents The Hershey Company | 2025 Form 10-K | Page 43 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.
Refer to Note 1 and Note 5 to the Consolidated Financial Statements for further discussion of these derivative instruments and our hedging policies. Interest Rate Risk The total amount of short-term debt, net of cash, amounted to net debt of $576 million and net debt of $318 million, respectively, at December 31, 2024 and 2023.
Refer to Note 1 and Note 5 to the Consolidated Financial Statements for further discussion of these derivative instruments and our hedging policies. Interest Rate Risk The total amount of short-term debt, net of cash, amounted to net cash of $ 707 million and net debt of $576 million, respectively, at December 31, 2025 and 2024.
In addition, assuming an unfavorable 10% change in year-end foreign currency exchange rates, the fair value of these instruments would have declined by $32.3 million and $20.2 million, respectively, generally offset by a reduction in foreign exchange associated with our transactional activities.
In addition, assuming an unfavorable 10% change in year-end foreign currency exchange rates, the fair value of these instruments would have declined by $38.7 million and $32.3 million, respectively, generally offset by a reduction in foreign exchange associated with our transactional activities.
These factors include: • Commodity market fluctuations; • Currency exchange rates; • Imbalances between supply and demand; • Rising levels of inflation and interest rates related to domestic and global economic conditions or supply chain issues; • The effects of climate change and extreme weather on crop yield and quality; • Speculative influences; • Trade agreements among producing and consuming nations; • Supplier compliance with commitments; • Import/export requirements for raw materials and finished goods; • Political unrest in producing countries; • Introduction of living income premiums or similar requirements; • Changes in governmental agricultural programs and energy policies; and • Other events beyond our control such as the impacts on the business or supply chain arising from the ongoing conflict between Russia and Ukraine.
These factors include: • Commodity market fluctuations; • Currency exchange rates; • Imbalances between supply and demand; • Rising levels of inflation and interest rates related to domestic and global economic conditions or supply chain issues; • The effects of climate change and extreme weather on crop yield and quality; • Speculative influences; • Trade agreements among producing and consuming nations; • Supplier compliance with commitments; • Import/export requirements for raw materials and finished goods; • Political unrest in producing countries; • Introduction of living income premiums or similar requirements; • Changes in governmental agricultural programs and energy policies; and • Other events beyond our control.
A 100 basis point increase in market interest rates would decrease the fair value of our fixed-rate long-term debt at December 31, 2024 and December 31, 2023 by approximately $169 million and $203 million, respectively.
A 100 basis point increase in market interest rates would decrease the fair value of our fixed-rate long-term debt at December 31, 2025 and December 31, 2024 by approximately $236 million and $169 million, respectively.
The cash transfers offset higher or lower cash requirements for the payment of future invoice prices of raw materials, energy requirements and transportation costs. Commodity Sensitivity Analysis Our open commodity derivative contracts had a notional value of $667.4 million as of December 31, 2024 and $94.9 million as of December 31, 2023.
The cash transfers offset higher or lower cash requirements for the payment of future invoice prices of raw materials, energy requirements and transportation costs. Commodity Sensitivity Analysis Our open commodity derivative contracts had a notional value of $973.1 million as of December 31, 2025 and $667.4 million as of December 31, 2024.
A summary of foreign currency forward exchange contracts and the corresponding amounts at contracted forward rates is as follows: December 31, 2024 2023 Contract Amount Primary Currencies Contract Amount Primary Currencies In millions of dollars Foreign currency forward exchange contracts to purchase foreign currencies $ 184.2 Euros Malaysian ringgit British pound $ 88.8 Euros Malaysian ringgit British pound Foreign currency forward exchange contracts to sell foreign currencies $ 140.2 Canadian dollars Brazilian reals Japanese yen $ 155.3 Canadian dollars Brazilian reals Japanese yen 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.
A summary of foreign currency forward exchange contracts and the corresponding amounts at contracted forward rates is as follows: December 31, 2025 2024 Contract Amount Primary Currencies Contract Amount Primary Currencies In millions of dollars Foreign currency forward exchange contracts to purchase foreign currencies $ 95.0 Euros Malaysian ringgit British pound $ 184.2 Euros Malaysian ringgit British pound Foreign currency forward exchange contracts to sell foreign currencies $ 259.0 Canadian dollars Brazilian reals Japanese yen $ 140.2 Canadian dollars Brazilian reals Japanese yen 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.
A hypothetical 100 basis point increase in interest rates applied to this variable-rate short-term debt as of December 31, 2024 would have changed interest expense by approximately $7.0 million for 2024 and $3.1 million for 2023.
A hypothetical 100 basis point increase in interest rates applied to this variable-rate short-term debt as of December 31, 2025 would have changed interest expense by approximately $9.4 million for 2025 and $7.0 million for 2024.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 46
Table of Contents The Hershey Company | 2025 Form 10-K | Page 46
At the end 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 in 2024 by $1.0 million, generally offset by a reduction in the cost of the underlying commodity purchases.
At the end of 2025, 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 in 2025 by $21.2 million, generally offset by a reduction in the cost of the underlying commodity purchases.
Cocoa Futures Contract Prices (dollars per pound) 2024 2023 2022 2021 2020 Annual Average $ 3.45 $ 1.49 $ 1.13 $ 1.14 $ 1.11 High 4.75 1.90 1.22 1.27 1.29 Low 1.99 1.19 1.06 1.04 1.00 Source: The Cocoa Merchants Association of America Inc.
Cocoa Futures Contract Prices (dollars per pound) 2025 2024 2023 2022 2021 Annual Average $ 3.65 $ 3.45 $ 1.49 $ 1.13 $ 1.14 High 4.89 4.75 1.90 1.22 1.27 Low 2.58 1.99 1.19 1.06 1.04 Source: The Cocoa Merchants Association of America Inc.
Higher cocoa prices to the consumer has lowered consumption and a return to a surplus production environment is expected in the 2024 - 2025 growing season. The table below shows annual average cocoa futures prices and the highest and lowest monthly averages for each of the calendar years indicated.
Higher cocoa prices to the consumer have lowered consumption and a second consecutive surplus is expected in the 2025 – 2026 growing season. The table below shows annual average cocoa futures prices and the highest and lowest monthly averages for each of the calendar years indicated.
As a result, sugar prices paid by users in the U.S. are currently higher than prices on the world sugar market. The U.S. delivered east coast refined sugar prices traded in a range of $0.56 to $0.62 per pound during 2024. Prices softened in 2024, driven by large domestic beet and cane crops, as well as overall healthy supply.
As a result, sugar prices paid by users in the U.S. are currently higher than prices on the world sugar market. The U.S. delivered east coast refined sugar prices traded in a range of $0.49 to $0.56 per pound during 2025. Lower prices in 2025 were driven by healthy supply and weak demand.
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. At December 31, 2024 and 2023, the net fair value of these instruments was an asset of $0.7 million.
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.
Table of Contents The Hershey Company | 2024 Form 10-K | Page 45 Dairy Products During 2024, prices for fluid dairy milk ranged from a low of $0.194 per pound to a high of $0.223 per pound, on a Class IV milk basis.
Tight capacity utilization throughout the industry has also contributed to the increased prices. Table of Contents The Hershey Company | 2025 Form 10-K | Page 45 Dairy Products During 2025, prices for fluid dairy milk ranged from a low of $0.137 per pound to a high of $0.208 per pound, on a Class IV milk basis.
Improved U.S. wheat production across the aggregate classes combined with weak global demand has resulted in lower prices across the calendar year. Hard wheat prices traded in the range of $5.35 to $7.45 per bushel during 2024, while soft wheat prices traded in the range of $5.25 to $7.21 per bushel during 2024.
Improved U.S. wheat production across the aggregate classes combined with strong global production has resulted in lower prices across the calendar year. Hard wheat prices traded in the range of $5.02 to $6.39 per bushel during 2025, while soft wheat prices traded in the range of $5.13 to $6.71 per bushel during 2025.
Fluid dairy milk prices were higher than 2023 due to decreases in global milk production linked to HPAI avian flu virus and blue tongue virus which impacted herd in the U.S. and Europe, respectively. Wheat Products In 2024 we continued utilizing soft and hard wheat futures as a risk management tool for our flour purchasing.
Fluid dairy prices were lower than 2024 due to increases in global milk production linked to herd growth in the key export regions of the U.S., Europe and New Zealand. Wheat Products In 2025 we continued utilizing soft and hard wheat futures as a risk management tool for our flour purchasing.
Cocoa Products During 2024, average cocoa futures contract prices increased 131.5% compared with 2023 based on the Intercontinental Exchange futures contract. The production forecast for the 2024 - 2025 season is up over 30% combined in Ghana and Ivory Coast, due to better weather and significantly improved farmer prices.
Cocoa Products During 2025, average cocoa futures contract prices increased 5.8% compared with 2024 based on the Intercontinental Exchange futures contract. The production forecast for the 2025 – 2026 season is estimated to match the same levels as for the 2024 – 2025 season as growing conditions in West Africa remain favorable.
Peanuts and Almonds Peanut prices in the U.S. ranged from a low of $0.57 per pound to a high of $0.71 per pound during 2024. Prices in 2024 averaged slightly higher than 2023, primarily driven by increased export demand in the first half of the year.
Peanuts and Almonds Peanut prices in the U.S. ranged from a high of $0.64 per pound to a low of $0.48 per pound during 2025. Prices declined in 2025 due to weak demand, both domestically and internationally, and a large peanut crop.
Almond prices traded in the range of $2.15 per pound to $2.90 per pound during 2024. Prices in 2024 averaged higher than 2023, driven by a smaller crop size and lower availability of small sized almonds.
Almond prices traded from a low of $2.90 per pound to a high of $3.30 per pound during 2025. Prices increased throughout 2025, driven by healthy export demand and a smaller than expected crop.
Added
At December 31, 2025 and 2024, the net fair value of these instruments was a liability of $0.7 million and an asset of $0.7 million, respectively.