Good morning, everyone, and welcome to The Hershey Company's Third Quarter 2018 Results Conference Call. My name is David, and I'll be your conference operator today. All participants have been placed in a listen-only mode. After the speaker's remarks, there will be a question-and-answer session. This call is scheduled to end at 9:30 AM. Please note that this call may be recorded. Thank you. It's now my pleasure to turn today's conference over to Ms. Melissa Poole. You may begin your conference.

Thank you, David. Good morning, everyone. We appreciate you joining us for The Hershey Company's third quarter 2018 earnings conference call and webcast. Michele Buck, President and CEO; and Patricia Little, Senior Vice President and CFO, will provide you with an overview of our results, followed by a Q&A session. Before we begin, please remember that during the course of this call, we may make forward-looking statements within the meanings of the federal securities laws. These statements are based on our current expectations and involve risks and uncertainties that could differ materially from actual events and those described in these forward-looking statements contained in our 2017 10-K filed with the SEC and today's press release. Finally, please note that on today's call, we will refer to certain non-GAAP financial measures that we believe will provide useful information for investors. The presentation of this information is not intended to be considered in isolation or as a substitute for the financial information presented in accordance with GAAP. Please refer to today's press release for a reconciliation of the non-GAAP financial measures to the most comparable measures prepared in accordance with GAAP. With that, I would like to turn the call over to Michele.

Good morning, everyone, and thank you for joining us. Before we get started this morning, I'd like to take a minute to recognize and thank Patricia. As I'm sure you're aware, Patricia has announced her intention to retire in the spring of 2019. She has been a valued leader as we have: created a more profitable and sustainable international business model; instilled a more disciplined cost management model across the enterprise; and upgraded the company's financial systems, an important piece of our ERP transformation. Patricia and I will continue to work closely together over the next several months as we search for and transition to a new CFO. Overall, I am pleased with the progress we are making against our key strategic focus areas. Our third quarter results were in line with expectations, and we remain on track to achieve the financial targets we shared earlier this year. Our U.S. core confection retail takeaway and share trends are sequentially improving in line with our expectations, driven by strong Halloween results and distribution gains on core items. The addition of Pirate's brands strengthens our brand portfolio and marks our second high growth, high margin acquisition this year to capture incremental snacking occasions. Our International business continues to deliver profitability improvements, while driving strong constant currency organic sales growth. Importantly, we are achieving these results while staying true to our values and purpose, as evidenced by being named to the Dow Jones Sustainability World Index for the sixth consecutive year. Constant currency net sales increased 3% in the third quarter, including a net benefit from acquisitions and divestitures of 2.5 points. Foreign currency exchange was a 0.7 point headwind. Adjusted earnings per share-diluted of $1.55 increased 20% compared to the third quarter last year. In the U.S., we are focused on executing…

Thank you, Michele, and thank you for the kind words. Good morning, everyone. Third quarter net sales of $2.08 billion increased 2.3% versus the same period last year. Constant currency net sales increased 3%, with foreign currency exchange a 70 basis point headwind. The net impact of acquisitions and divestitures was a 2.5 point benefit to net sales growth. As a reminder, M&A contribution to overall growth in Q3 was less than in the first half of the year due to our Tyrrells and Shanghai Golden Monkey divestitures. The Q3 contribution from the North American Amplify business was comparable to Q2. Volume was a 1.7 point benefit in Q3, which was partially offset by negative net price realization of 1.2 points. Adjusted earnings per share-diluted of $1.55 was an increase of 20.2% versus the same period last year. Income from a more favorable tax rate, SM&A declines, acquisition and volume growth were partially offset by gross margin declines. We are reaffirming our full year net sales and adjusted EPS outlook. We expect reported net sales to be at the low end of the 3.5% to 5.5% range, with approximately a 3.5 point net benefit from acquisitions and divestitures. We continue to expect organic net sales growth to be slightly up versus prior year. Full year adjusted earnings per share-diluted are expected to be in the $5.33 to $5.43 range, an increase of 14% to 16%. We anticipate the top and bottom-line impact from our recent acquisition of Pirate Brands to be minimal in 2018. By segment, North America net sales increased 2.9% versus the same period last year. The Amplify acquisition added 3.7 points and volume gains contributed 90 basis points. Net price realization and foreign currency exchange rates were a 150 and a 20 basis point headwind, respectively. The…

Thanks, Patricia. As we have shared consistently this year, we are focused on delivering our 2018 commitments, and we are on track to do so. I am confident in our strategies, and I am extremely proud of our Hershey team as we build momentum in the back half of the year. I am pleased with the momentum on our core U.S. confection business. Our growing snack brands are performing well. And we are excited about the opportunity that Pirate Brands brings to our portfolio. And our International business continues to provide meaningful top and bottom-line growth. We will continue to invest in our business as we look towards 2019. Our pricing strategy will begin to have an impact in 2019, along with strong seasonal growth, including a long Easter, core capacity expansion, solid innovation plans, new campaigns and growing digital capabilities. We will continue to do this while operating in a way that is consistent with our values and purpose. And our focus remains on long-term value creation. Patricia, Melissa, and I are now available to take your questions.

We'll take our first question from Andrew Lazar. Please go ahead. Your line is open.

Good morning, everybody.

Good morning, Andrew.

Hi. I think the start of this year, you had guided consumer spend or advertising and consumer to be down slightly, with more of the focus on spending on analytics and some of the enterprise resource planning that you're doing. I guess year-to-date, it's down a bit more than that, around 10% or so. And I know your long-term targets would have A&C growing more in line with sales. So I guess I'm just trying to get a sense if that's still the expectation longer term. And if so, would we expect some type of step-up next year to get more on that long-term track?

Thanks, Andrew. We continue, as you know, to have a very heavy investment in our brands, much higher than the industry average. And if we look at the investment we've had on our core brands on both in Q3, where it was flat, so we had very stable investment. And on a year-to-date basis, our investment in our core brands was actually up. So what we really try and do as we go through the year is leverage the learnings that we're getting and making sure that we are constantly putting our spend in the most effective places. As we looked at this year and got into it, we believed that we were overspending on some of the smaller brands, and we wanted to reduce that spend to ensure every dollar counts to drive business. And also, we did have an accounting change that resulted in moving some dollars out of the consumer marketing line into trade. So as you look at the go-forward, you're going to see some of that continued right-sizing between now and the end of the year, but as you think about 2019, I would tell you, we are very strongly committed to investing where there are returns. The accounting changes will have lapped the right-sizing of the smaller brands. And you shouldn't expect to see declines like we've had in 2018. We think that we'll be more set in terms of our normal track of spend and moving forward.

Got it. Thank you very much.

Thank you.

We'll take our next question from Bryan Spillane. Your line is open.

Hey, good morning, everyone.

Morning.

Morning.

I guess I just wanted to understand a little bit more, just in the fourth quarter, it still implies a pretty wide EPS guidance range for the fourth quarter. And I guess given the visibility that you have into a lot of the seasonal stuff you're doing, just trying to understand what the variables are that might sort of drive you to the high end or the low end of that range, just why such a wide range in the fourth quarter.

Patricia, you want to take a crack at that?

Yeah, we really haven't had any major changes at all in our outlook for the full year EPS. And we just left the range where it was, just to, frankly, make sure that we were working right into that number. (33:30)

Okay. So it doesn't imply that there's any potential for like you were anticipating any volatility in costs or shipment timing or anything like that?

No.

That's correct.

Okay. Thank you.

We'll take our next question from Ken Goldman. Please go ahead. Your line is open.

Hi. One quick one and then a follow-up, if I can, for 2018, management had previously guided for the gross margin being down 120 basis points year-on-year and the EBIT margin being flattish year-on-year. I may have missed it, but I don't think you specifically reiterated those numbers. Can you help me out with those? And then, I have a quick follow-up, if you will allow me.

Patricia, you want to talk about gross margin?

Yeah, so Q3 came in right in line with our expectation. And, as we've stated before, really the change versus each quarter is heavily impacted more by the phasing that we saw last year in 2017. So we continue to expect Q4 gross margins to be in line with or slightly up from prior year because last year, the fourth quarter is really when we saw the big impacts of inflationary pressures. So we're also very focused on our continuous improvement program, our Margin for Growth initiatives. In Q4, all of those are on track. I think we'll come in the full year slightly below the 125 basis points, but we continue to be very pleased with the progress that we're making there. In terms of operating margin, it remains where we expected it to be.

Okay. Thank you. And then my quick follow-up is you had also, of course, not given guidance on 2019, but you had said previously, you expect: sales for 2019 at the low end of the 2% to 4% range; the gross margin up year-on-year; corporate expenses, I think, down as much as $100 million. Again, these aren't officially guidance items, but just for our modeling purposes, as we sit here today, are they still reasonable projections, roughly?

We really aren't going to talk about guidance until the late January call. So I don't know that we want to give any other additional perspective on that right now.

Right. We're still working through our plans, as we speak. And we'll be back to you in the fourth quarter call with more specificity.

Okay, thank you.

We'll take our next question from David Driscoll. Your line is open.

Hi, David.

Great. Good morning, everybody.

Morning.

Patricia, I'm not sure if we're going to get to hear you on the January conference call, but if we don't, I really do appreciate all your help over the years. My question is just on this emerging momentum within the chocolate franchise. I believe you called out the four week data at up 3.2%, and market share up about 24 basis points. Can you just spend a little time here and talk about the competitive dynamic? Where do you see the momentum really building? What I'm trying to get at here, is it really the seasonal piece of it, so that'll carry through the fourth quarter, but then when we get to the first quarter, it's got to kind of flip to the core franchise?

Yeah, so thanks for the question, David. So we certainly are seeing a big impact from seasons. As you know, Halloween and holiday are some of our largest seasons. We had a very strong sell-in to retail. So the retailers bought. Then, obviously, the key is we need to see consumers buy. And we're really thrilled that we're seeing that sell-through, where consumers are buying and the season is up. And oh, by the way, that bodes well for the (37:21). If we sell-through well, the buy is then very strong. As we look to the end of the quarter, we anticipate a good holiday because, again, we have a good sell-in for holiday and so we're expecting to see that as well. The other place that we are really seeing some momentum and anticipate a bit more momentum is, though most of our velocity or momentum right now is on seasons, we have distribution gains that we've shared with you in the past that we are working towards that we are starting to secure. And we do believe that we'll see more of the benefits of those distribution gains as the year progresses and into early next year. And we've also seen some velocity increases, particularly on the variety brands, where we've invested incrementally, as well as on Hershey and Reese. So we believe that we're seeing kind of the green shoots of that, that we anticipate will continue. So as we look at the fourth quarter, we believe that we'll see continued takeaway strength, you know, we believe at 1% or perhaps greater.

And then, just a quick follow-up, Patricia, if you could just address North American pricing. In your script, I believe you said pricing was negative 1.5%, but that retail level pricing wasn't really changing. So if you're giving lower prices to your customers, what did you get for it? So it's not lowering the price at retail, which I would expect to have like a positive volume benefit, but if you don't get lower retail prices, what are you getting for that price investment?

Yeah, so we had a number of impacts in the third quarter, and some of them are the accounting that Michele already mentioned. So some of our costs moved from our marketing expense off into trade. (39:16) We also had a little bit more prior-year adjustments than we've had -- or we've had more of an impact of that. So that's a piece of it. That's actually not quite half of the change. In terms of the rest of it, different promotional programs deliver different benefits. And we are always trying to mix those out so that the consumer, as well as the retailer, gets the advantage of it. And we see different impacts, in fact, across different segments and classes of trade of our business. We just didn't want to give the impression that we're seeing a deflationary impact on the prices. So we think that our overall trade is working hard for us. We always want to make it work harder. And we continue to feel really confident that the pricing that we talked about earlier will bear the fruit that we're expecting.

Yeah, I'd just also clarify and remind everyone that the pricing action we took really will impact us in 2019. If we look at some of the straight pricing in terms, we anticipate we'll see the benefit in Q1. We'll start to see some of the wait-out that we took on our consumer packaged candy line in Q2. And then, as you know, we plan seasons out very far, so some of the benefits around seasons from pricing will come as late as Q3, just so that you all remember that.

Thank you very much.

We'll take our next question from Jonathan Feeney with Consumer Edge. Please go ahead. Your line is open.

Good morning. Thanks very much.

Morning.

What role would you say the distribution gains are playing right now with the acquired brands with SkinnyPop? And looking forward into 2019, can you give us some viewpoint as to not only in the Amplify brands, but the Pirate brands that are coming up, are there opportunities to grow through distribution? And again, how much of the growth right now is distribution-driven versus, you know, same-store sales, if you will, or velocity? Thanks very much.

So, on this piece of the portfolio, Jonathan, both distribution and velocity are opportunities. So we're certainly seeing some distribution gain benefits, because one of the greatest synergy values that we can bring as a company is the category management piece, where in many places, SkinnyPop velocities were the strongest on-shelf within the category, but the distribution or the facings did not match with that velocity strength. So we're about right-sizing that. We are also about expanding distribution into the classes of trade where we have the strongest presence where SkinnyPop was underdeveloped. It was underdeveloped at Walmart, convenience stores, et cetera. We're realizing some of that now, but there's more to come. But velocity is also very important. And we're pleased that we're continuing to see strength in velocity on these brands as well. So you're going to see a mix of both on the entire portfolio of acquisition brands.

Thank you.

We'll take our next question from David Palmer with RBC Capital Markets. Please go ahead.

Thanks, good morning. Just a question on organic sales, it feels like the fourth quarter might be one where you could have shipments be even stronger than consumption. You mentioned holiday demand or seasonal demand is strong and we've heard that, too. And you talked about some new products that are coming, some of which that may be shipped ahead of the first quarter. So I know your organic sales guidance implies something similar for the fourth quarter as to what you have done year-to-date, but should we be thinking that the fourth quarter would be higher? Thanks.

So, David, I would say the answer to that is no. As you know, we have noise between takeaway and net sales, given the dynamics of our category, particularly given the fact that about a third of our business is seasonal. And we also have a promotionally-driven business as well. So those things combined with the impact of SKU rationalization, and then as some of you have called out, some inventory contraction. We have some consolidation in the industry that's leading to that. We also do have some retailers who are looking to increase inventory to ensure that they can minimize out of stocks. But as we planned this year, we anticipated that net sales would be below our retail takeaway in the fourth quarter because of some of these factors I talked about, and we're continuing to believe that that will be the case.

Thank you.

We'll take our next question from Alexia Howard with Bernstein. Please go ahead. Alexia Jane Howard - Sanford C. Bernstein & Co. LLC: Good morning, everyone.

Good morning. Alexia Jane Howard - Sanford C. Bernstein & Co. LLC: So I know you're not giving an outlook for next year, but could you give us some commentary around the progression of the gross margin? You're obviously lapping tough comps. They're getting easier next quarter. We should get more towards the flattish area on the gross margin next quarter. You've got pricing kicking in in a positive way. I'm not sure how much of a headwind some of the other factors like freight and packaging are likely to be next year, or where commodity costs are going. But will we be right in thinking that things are getting easier on the gross margin side from here on out?

So, let me provide overall commentary. And I'll let Patricia go a little bit deeper. So, Alexia, I would say that I don't know if I would say things are getting easier. Because it feels like they never get easier. But we do believe that we will be making improvement on margins as we exit 2018, and as we go into 2019, part of that, obviously, driven by pricing and the impact that we will get as our pricing hits next year. But do you want to talk a little bit about cost inputs, Patricia?

Yeah, there's been a lot of discussion about freight and logistics, so let me start there. We started to feel the impact of that about a year ago. And that has certainly continued, and I don't expect that to change going forward into next year, because the structural reasons that freight costs are higher are not going to go away, in terms of some of the cost pressures that those give us. Commodities are always something we look hard at. We make sure that our hedging program is focused on really giving us cost visibility into those parts of the portfolio. And we're not expecting a huge impact from that. So, overall, I think what we will see is continued improvement, as Michele said, driven by pricing and our continuous improvement program that we're always extremely focused on. Alexia Jane Howard - Sanford C. Bernstein & Co. LLC: Thank you very much. I'll pass it on.

We'll take our next question from John Baumgartner with Wells Fargo. Your line is open.

Good morning. Thanks for the question.

Good morning, John.

Michele, I wanted to come back to the A&C spend. I understand the concentration of resources and also your spend level relative to peers. But when we think about confectionery versus other snacks, I mean, the share of stomach is still under pressure. So, whether it takes the form of ad spend or the other in-store expenses and I think trade pulling up in flat (46:49) for about the last four years or so as it is, why doesn't absolute spend still have to be higher? I mean, is the incremental ROI on core brands leveling off at this point? I'm just trying to square the comments versus the absolute growth.

Sure, so when we think about the right investment, while certainly spend can be a benchmark, the real thing we look at are the number impressions that we're delivering and how we're delivering impressions. And so, if we can get better, more targeted, better insights, better copy, a better media approach, or the addition of social media and earned impressions in the mix, that really influences our decisions about how to support each and every brand. And the other piece simply is, as we look at the portfolio, a lot of this really does come down to some of the smaller brands, where we spent against some of those a bit more like they were a big brand model. And some of the more emerging brands are really driven more by an impact at retail, making the brands visible at retail, ensuring they have the right facings on shelf. And mass media spend is not the right approach for some of those smaller household brands, brands that have, call it, 5% household penetration, versus a brand like Reese that has 55%. So we are spending more on some of the brands like a Reese, and we do testing constantly to understand where there is upside, where we think that we can spend even more and get more. But it's really all based on looking at those impressions we can deliver.

Great, thank you.

Does that help?

Yeah, absolutely, thank you.

We'll take our next question from Jason English with Goldman Sachs. Please go ahead. Jason English - Goldman Sachs & Co. LLC: Hey, good morning, folks. Thanks for squeezing me in. I appreciate that. First, a quick housekeeping question, you started the year with a tax rate around 20% to 22%. It's now drifted to 19%. Is 19% a good number to assume for next year or is there risk that this drifts higher?

Yeah, again, we haven't planned out all of the 2019 pieces of the business that allow us to hone in on the tax rate, but I think that's a reasonable planning stance. Jason English - Goldman Sachs & Co. LLC: That's helpful. Thank you. And I want to go back to Michele's comment on some gross margin improvement as we go into 2019, with pricing playing an important role. Of the 250 basis points of price, we're getting to around 200 basis points coming from the wait-out initiative on the multi-serve bags. Is that reasonable?

No. Jason English - Goldman Sachs & Co. LLC: What do you have?

Jason, this is Melissa. We had said of the 2.5, about 50 basis points was the retailer terms and then of the remaining 2, it was about half and half between the straight price and the wait-out, so we've called about 100 basis points of the 250. (49:32-49:44) Jason English - Goldman Sachs & Co. LLC: Okay. That's helpful. And on that wait-out, you mentioned that it's being accompanied with a packaging upgrade. And we were down there in August and, as we discussed, it's clearly a more expensive pack. Does the cost benefit of the wait-out outmatch the incremental cost of the packaging or do you actually get some surplus?

I don't know that we really want to get into the details of margins by items that we have in the portfolio. I would say that we feel good that as we add value to the consumer, that we are netting out in line with a good value proposition that enables us to cover the incremental costs and still have very strong margins across the business. So I'd say you can think about it as it's net in line. We're not losing anything. We're not realizing a windfall, but it's net in line in terms of covering the costs. Jason English - Goldman Sachs & Co. LLC: Totally. So that kind of net's neutral. We're left with about 150 basis points that can cover the rest of the inflation in the system.

Yep.

That's fair. Jason English - Goldman Sachs & Co. LLC: Okay. Thank you. Thank you very much. I'll pass it on.

We'll take our next question from Rob Dickerson with Deutsche Bank. Please go ahead. Your line is open.

Thank you very much. I just had a simple question on International. Obviously, there was a sizable step-up in volume performance in the quarter and then the operating margin, I believe, was around 13%. So, I asked last call, is the low double-digit kind of run rate over the next couple years still feasible on International and the answer was yes, but we're seeing it now, not two years out from now. So the first question is just is that 13% a rational expectation going forward into 2019 and Q4 and what have you and then also just the volume performance in International, what's driving that outside of just the divestment of Golden Monkey, and is that sustainable?

So let me talk about the volume performance and then I'm going to hand it over to Patricia to talk a bit about the margin. So, I feel really good about the sustainability of the volume performance. If you look at what we've done over the past couple years here in our portfolio, we have transitioned our portfolio to highly branded higher gross margin items. Our number one focus is on the Hershey's brand and our Hershey's portfolio, and the growth we are getting is from that brand, and from the other invested brands in the marketplace. So, the growth looks to be very sustainable and especially as we've divested parts of the portfolio that really were creating the biggest drag, both in terms of the top line but also profit. So, I'll turn it over to Patricia now to talk a bit about margin.

Yeah, we couldn't be more pleased with the performance of International in the third quarter. They really delivered and, frankly, over-delivered versus where we thought they'd do at the beginning of the year. So we're pleased. The margin performance, though, is pretty seasonal. And fourth quarter is always the lowest margin business because we are spending against Chinese New Year that has not occurred yet. So that's just always a low margin quarter and you'll see that again this year.

Okay, great. Thank you.

And we'll take our last question today from Robert Moskow with Credit Suisse. Please go ahead. Your line is open. Robert Moskow - Credit Suisse Securities (USA) LLC: Hi, thank you.

Hi, Rob. Robert Moskow - Credit Suisse Securities (USA) LLC: Hi. So I did want to follow-up on the distribution gains and how it relates to inventory. And I do think you're doing the right thing by taking a conservative approach to forecasting inventory de-loading. But you said that your core business distribution has been expanding. When we looked at Nielsen data, I guess overall distribution is still declining this year. Do you have a number for your overall distribution, and is that up or down? And then, I have a follow-up on taxes as a going away present for Patricia.

I'm not going to go away yet. You can hold it.

So, Rob, I guess as you think about distribution, our biggest focus on driving distribution is on driving productive distribution and really taking a look at what's on the shelf, and ensuring that the highest velocity items are gaining distribution. So while overall points of distribution, given they're not all equal, may not be up, what we're feeling good about is that we are making some really good calls to get more productive items on the shelf. Robert Moskow - Credit Suisse Securities (USA) LLC: And does the SKU rationalization cause any further distribution declines, just for the overall footprint?

Yeah, if you look at total points, I would say yes, because the key things we would be getting rid of are the less productive items. And so some of that can come through, though some of the SKU rationalization is around merchandising units as well, which it doesn't translate to a strict SKU.

Yeah, and, Rob, this is Melissa. We had talked a little bit before when we talked about the SKU rationalization program, that you probably would see more of an impact on net sales than you would retail takeaway, as you're taking some inventory out of the system for some of those merchandising vehicles and other things that won't show up as much in retail, but you would see some inventory contraction there. Robert Moskow - Credit Suisse Securities (USA) LLC: Okay. And then, Patricia, thanks again for all your help over the years, but for the tax rate guidance now at 19%, that's a little lower than before, but it's related to your other income line because of the government tax program. So where is that line going to come in? Is that going to be around like last year at $95 million because I think the original guidance was a lot lower than that?

Yeah, we haven't changed our guidance on that. Our full year 2018 outlook is still $65 million to $70 million for the other income and expense. It was lower in the third quarter, as you point out. And that's why you saw the flip up in the third quarter tax break. Robert Moskow - Credit Suisse Securities (USA) LLC: Okay. So then if your tax rate then implied for fourth quarter is like 9%, does that mean that your expectations for operating income were a little lower than they were three months ago, or were in line?

So, really, nothing has changed for the full year. We always have variability related to this investment tax credit program that we have. And I'll also point out that now there's pension expense in that. The non-service pension expense is in that other income line as well, so that is also creating a little bit of noise, but it's really nothing in the fundamentals has changed. Robert Moskow - Credit Suisse Securities (USA) LLC: Okay, all right. Thank you very much.

All right, thanks, everybody, for joining us this morning. We'll be available throughout the day for any follow-up questions you may have.

This does conclude today's program. Thank you for your participation. And you may disconnect at any time.