Item 1.01. Entry into a Material Definitive Agreement.





On June 1, 2020, The Hershey Company (the "Registrant") closed its previously
announced public offering of $300,000,000 aggregate principal amount of 0.900%
Notes due June 1, 2025 (the "2025 Notes"), $350,000,000 aggregate principal
amount of 1.700% Notes due June 1, 2030 (the "2030 Notes") and $350,000,000
aggregate principal amount of 2.650% Notes due June 1, 2050 (together with the
2025 Notes and the 2030 Notes, the "Notes"). The Notes were issued under an
indenture with U.S. Bank National Association, as trustee, dated as of May 14,
2009. The forms of the Notes are attached hereto as Exhibits 4.1, 4.2 and 4.3
and are incorporated by reference herein. In connection with the offering, the
legal opinion as to the validity of the Notes is attached hereto as Exhibit 5.1
and is incorporated by reference herein.


Item 2.03.             Creation of a Direct Financial Obligation or an Obligation under an
                       Off-Balance Sheet Arrangement of a Registrant.



The information set forth under Item 1.01 is incorporated by reference into this
Item 2.03.

Item 9.01.             Financial Statements and Exhibits.

             (d)       Exhibits.

                       Exhibit Number               Description
                         4.1                          Form of Global Note

representing the Registrant's 0.900%


                                                    Notes due June 1, 2025
                         4.2                          Form of Global Note

representing the Registrant's 1.700%


                                                    Notes due June 1, 2030
                         4.3                          Form of Global Note

representing the Registrant's 2.650%


                                                    Notes due June 1, 2050
                         5.1                          Opinion of Simpson

Thacher & Bartlett LLP


                         23.1                         Consent of Simpson

Thacher & Bartlett LLP (included in


                                                    Exhibit 5.1)
                       104                          Cover Page Interactive

Data File (embedded within the Inline


                                                    XBRL document)

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