Item 8.01. Other Events.





On May 27, 2020, The Hershey Company (the "Registrant") issued a press release
announcing the offering of its notes (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.

The Registrant is also filing this Current Report on Form 8-K to (1) supplement
the risk factors described in Item 1A of the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2019, as filed with the Securities
and Exchange Commission (the "SEC") on February 20, 2020 (the "2019 Form 10-K"),
and (2) provide an update regarding certain trends affecting its business under
Item 7 of the 2019 Form 10-K. The Registrant included this disclosure in the
Prospectus Supplement dated May 27, 2020, which was filed with the SEC on May
27, 2020 (the "Prospectus Supplement") in connection with an offering of the
Notes. The information in this report on Form 8-K should be read in conjunction
with the risk factors described in the 2019 Form 10-K and in the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2020 and
the information under "Forward-Looking Statements" in the Prospectus Supplement.

Supplemental Risk Factor



Our business and financial results may be negatively impacted by the failure to
successfully manage a disruption in consumer and trade patterns, as well as
operational challenges associated with the actual or perceived effects of a
disease outbreak, including epidemics, pandemics or similar widespread public
health concerns, such as the current novel coronavirus ("COVID-19") global
pandemic.

Our operations are impacted by consumer spending levels, impulse purchases, the
availability of our products at retail and our ability to manufacture, store and
distribute products to our customers and consumers in an effective and efficient
manner. The fear of exposure to or actual effects of a disease outbreak,
epidemic, pandemic or similar widespread public health concern, such as
COVID-19, could negatively impact our overall business and financial results.
Specific factors that may impact our operations, some of which have had an
unfavorable impact on our operations as a result of COVID-19, include, but are
not limited to:

•Significant reductions or volatility in demand for one or more of our products,
which may be caused by, among other things: the temporary inability of consumers
to purchase our products due to illness, quarantine or other travel
restrictions, or financial hardship, shifts in demand away from one or more of
our products, or pantry-loading activity; if prolonged, such impacts may further
increase the difficulty of planning for operations and may negatively impact our
results;

•Significant reductions in the availability of one or more of our products as a
result of retailers, common carriers or other shippers modifying restocking,
fulfillment and shipping practices;

•The inability to meet our customers' needs and achieve cost targets due to
disruptions in our manufacturing operations or supply arrangements caused by the
loss or disruption of essential manufacturing and supply elements such as raw
materials or finished product components, transportation resources, workforce
availability, or other manufacturing and distribution capability;

•The inability to effectively manage evolving health and welfare strategies,
including but not limited to ongoing or not yet fully known costs related to
operational adjustments to ensure continued employee and consumer safety and
adherence to health guidelines as they are modified and supplemented;

•An inability to effectively modify our trade promotion and advertising
activities to reflect changing consumer viewing and shopping habits due to the
cancellation or postponement of major sporting and entertainment events, reduced
in-store visits, travel restrictions and a shift in customer advertising
priorities, among other things;

•The failure of third parties on which we rely, including those third parties
who supply our ingredients, packaging, capital equipment and other necessary
operating materials, contract manufacturers, distributors, contractors,
commercial banks and external business partners, to meet their obligations to
the Company, or significant disruptions in their ability to do so, which may be
caused by their own financial or operational difficulties and may negatively
impact our operations; or

•Significant changes in the political conditions in markets in which we manufacture, sell or distribute our products, including quarantines, governmental or regulatory actions, closures or other restrictions that limit or close our

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operating and manufacturing facilities, restrict our employees' ability to travel or perform necessary business functions, or otherwise prevent our third-party partners, suppliers, or customers from sufficiently staffing operations, including operations necessary for the production, distribution, sale, and support of our products, which could negatively impact our results.



With respect to COVID-19, the situation remains dynamic and subject to rapid and
possibly material change. The Company's efforts to manage and mitigate these
factors may be unsuccessful, and the effectiveness of these efforts depends on
factors beyond our control, including the duration and severity of any disease
outbreak, as well as third-party actions taken to contain its spread and
mitigate public health effects. These and other impacts of the COVID-19 pandemic
could have the effects of heightening many of the other risks described under
"Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 incorporated by reference herein.

Recent Developments

Divestitures



We recently announced the planned divestitures of KRAVE Pure Foods, Inc., as
well as the Scharffen Berger and Dagoba brands, all of which were previously
included within the North America segment results in our consolidated financial
statements. Total proceeds from the divestitures and the impact on our
Consolidated Statements of Income, both individually and on an aggregate basis,
are expected to be immaterial.

Trends Affecting Our Business



We are actively monitoring the COVID-19 pandemic and its potential impact on our
operations and financial results. Employee health and safety remains our first
priority while we continue our efforts to support community food supplies. To
date, there has been minimal disruption to our supply chain network, and all our
manufacturing plants are currently open. We are also working closely with all of
our business units, contract manufacturers, distributors, contractors and other
external business partners to minimize the potential impact on our business.

While our businesses saw minimal COVID-19 impact during the first quarter of
2020, we expect a more significant impact in the second quarter given the
shelter-in-place restrictions that were implemented in late March and early
April. While we experienced a short-term increase in demand for some of our
products at the onset of the pandemic, demand levels have since moderated. We
continue to see declines in our food service, owned retail and world travel
retail businesses as well as certain parts of our International businesses as a
result of known shelter-in-place and other restrictions. We have also
experienced a decrease in retail foot traffic and volatility in consumer
shopping and consumption behavior across several areas of our portfolio, which
has negatively impacted sales of our portable and on-the-go consumption
products. We expect many of these behaviors to continue as state and national
governments begin to implement a phased approach to reopening their economies.
In addition, inventory levels at several key retailers remain below historic
averages. Sales in our gum and mint category have also been significantly
impacted by social distancing protocols. Finally, we are incurring incremental
costs in certain areas, such as front-line employee compensation and incentives,
enhanced safety measures, including health screenings, temperature checks,
increased cleaning and sanitation protocols and office reconfigurations, and a
new manufacturing line dedicated to the production of disposable facemasks for
our employees, their families and our community.

The impact that COVID-19 will have on our consolidated results of operations
throughout 2020 remains uncertain and ultimately will be dictated by the length
and severity of the pandemic, as well as the economic recovery and federal,
state and local government actions taken in response. We will continue to
evaluate the nature and extent of these potential impacts to our business,
consolidated results of operations, segment results, liquidity and capital
resources.

Item 9.01.             Financial Statements and Exhibits.

             (d)       Exhibits.

                       Exhibit Number                 Description
                         99.1                           Press Release dated

May 27, 2020 announcing the offering


                                                      of the Notes
                       104                            Cover Page

Interactive Data File (embedded within the Inline


                                                      XBRL document)

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