Item 1.01. Entry into a Material Definitive Agreement.





On May 27, 2020, The Hershey Company (the "Registrant") entered into a Pricing
Agreement (the "Pricing Agreement") with BofA Securities, Inc., Citigroup Global
Markets Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as
representatives of the several underwriters listed in Schedule I to the Pricing
Agreement (the "Underwriters"), pursuant to which the Registrant has agreed to
sell to the Underwriters, and the Underwriters have agreed to purchase from the
Registrant, $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 Pricing Agreement incorporates by reference the terms
and conditions of the Underwriting Agreement, dated May 27, 2020 (the
"Underwriting Agreement"), between the Registrant and, as to the issuance and
sale of the Notes, the Underwriters. The Registrant is offering and selling the
Notes under the Registrant's Registration Statement on Form S-3 (File No.
333-225303), which Registration Statement relates to the offer and sale on a
delayed basis from time to time of an indeterminate amount of the Registrant's
debt securities. The Registrant intends to use the net proceeds of the offering
to repay a portion of the commercial paper it has issued, pay fees and expenses
related to the offering and for general corporate purposes.

The foregoing descriptions of the Pricing Agreement and the Underwriting
Agreement are qualified by reference to the respective agreements, copies of
which are attached hereto as Exhibit 1.1 and 1.2, respectively, and incorporated
by reference herein. Further information concerning the Notes and related
matters is set forth in the Registrant's Prospectus Supplement dated May 27,
2020, which was filed with the Securities and Exchange Commission on May 28,
2020 (the "Prospectus Supplement").

In the ordinary course of their respective businesses, the Underwriters and
their affiliates may have engaged, and may in the future engage, in commercial
banking and/or investment banking transactions with the Registrant and its
affiliates for which they have in the past received, and may in the future
receive, customary fees. Affiliates of certain of the Underwriters are lenders
under the Registrant's existing credit agreements.


Item 8.01.        Other Events.



On May 27, 2020, the Registrant issued a press release announcing the pricing of
the Notes in a public offering. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by this reference.

Item 9.01.             Financial Statements and Exhibits.

             (d)       Exhibits.

                       Exhibit Number                 Description
                         1.1                            Pricing Agreement,

dated May 27, 2020, between the


                                                      Registrant and the

Underwriters


                         1.2                            Underwriting

Agreement, dated May 27, 2020, between the


                                                      Registrant and, as to

the issuance and sale of the Notes, the


                                                      Underwriters
                         99.1                           Press Release dated

May 27, 2020 announcing the pricing of


                                                      the Notes
                       104                            Cover Page

Interactive Data File (embedded within the Inline


                                                      XBRL document)

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