Form990
Click to see attachment
Department of the Treasury
Internal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

MediumBullet The organization may have to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0047
2012
Open to Public Inspection
A For the 2012 calendar year, or tax year beginning 01-01-2012 , 2012, and ending 12-31-2012
BCheck if applicable:
CName of organization
THE MS HERSHEY FOUNDATION
 
Doing Business As
 
 
Number and street (or P.O. box if mail is not delivered to street address)
63 WEST CHOCOLATE AVENUE
Suite
Room/suite
City or town, state or country, and ZIP + 4
Hershey, PA17033
D Employer identification number

23-6242734
E Telephone number

G Gross receipts $ 47,271,508
F Name and address of principal officer:
DONALD PAPSON
63 W CHOCOLATE AVENUE
HERSHEY,PA17033
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
www.mshersheyfoundation.org
H(a)
Is this a group return for
affiliates?
H(b)
Are all affiliates included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1935
M State of legal domicile: PA
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: TO PRESERVE AND ENHANCE MILTON HERSHEY'S LEGACY AND COMMUNITY VISION AND TO PROVIDE EDUCATIONAL AND CULTURAL ENRICHMENT TO THE RESIDENTS OF THE HERSHEY AREA.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 3
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 0
5 Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...... 5 129
6 Total number of volunteers (estimate if necessary) ............. 6 752
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 0
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b 0
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 1,858,471 1,420,186
9 Program service revenue (Part VIII, line 2g) ......... 5,193,116 6,913,082
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 5,720,105 8,737,532
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 50,550 53,326
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 12,822,242 17,124,126
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 0 0
14 Benefits paid to or for members (Part IX, column (A), line 4)..... 0 0
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 3,150,032 3,268,223
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 6,981,904 8,047,875
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 10,131,936 11,316,098
19 Revenue less expenses. Subtract line 18 from line 12....... 2,690,306 5,808,028
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 58,563,836 58,708,153
21 Total liabilities (Part X, line 26)............. 22,487,802 22,680,523
22 Net assets or fund balances. Subtract line 21 from line 20..... 36,076,034 36,027,630
Part II
Signature Block
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign Here
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
 
Preparer's signature
Date
PTIN
Firm's name MediumBullet

Firm's EIN MediumBullet
Firm's address MediumBullet



Phone no.
May the IRS discuss this return with the preparer shown above? (see instructions) ............
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2012)
Form 990 (2012)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response to any question in this Part III ...............
1
Briefly describe the organization’s mission: TO PRESERVE AND ENHANCE MILTON HERSHEY'S LEGACY AND COMMUNITY VISION AND TO PROVIDE EDUCATIONAL AND CULTURAL ENRICHMENT TO THE RESIDENTS OF THE HERSHEY AREA, THE FOUNDATION OPERATES THE HERSHEY STORY, HERSHEY GARDENS, HERSHEY THEATRE AND HERSHEY COMMUNITY ARCHIVES. THROUGH COUNTLESS VOLUNTEERS AND GENEROUS CONTRIBUTIONS, THE NON-PROFIT M.S. HERSHEY FOUNDATION CONTINUES TO ENHANCE THE COMMUNITY MR. HERSHEY BUILT.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If “Yes,” describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If “Yes,” describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $ 6,303,025 including grants of $   ) (Revenue $ 5,496,237 )
SEE SCHEDULE O.
4b (Code:   ) (Expenses $ 3,698,697 including grants of $   ) (Revenue $ 1,281,935 )
SEE SCHEDULE O.
4c (Code:   ) (Expenses $ 462,959 including grants of $   ) (Revenue $ 116,982 )
SEE SCHEDULE O.
(Code:   ) (Expenses $ 252,796 including grants of $   ) (Revenue $ 17,928 )
Hershey Community Archives & Other
4d Other program services (Describe in Schedule O.)
(Expenses $ 252,796 including grants of $   ) (Revenue $ 17,928 )
4e Total program service expensesMediumBullet10,717,477
Form 990 (2012)
Form 990 (2012)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule AClick to see attachment........................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment...
2
Yes
 
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part II........
4
 
No
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part III............................
5
 
 
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part IClick to see attachment........................
6
 
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part IIClick to see attachment...
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment....................
8
Yes
 
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IVClick to see attachment..............
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part VClick to see attachment......
10
Yes
 
11
If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI.Click to see attachment...................
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIIClick to see attachment.......
11b
Yes
 
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIIIClick to see attachment.......
11c
 
No
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IXClick to see attachment............
11d
 
No
e
Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part XClick to see attachment.........................
11f
Yes
 
12a
Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII Click to see attachment.................
12a
Yes
 
b
Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment
12b
 
No
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV.........
14b
 
No
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV...
16
 
No
17
Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions).... Click to see attachment
17
 
No
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............ Click to see attachment
18
Yes
 
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III................... Click to see attachment
19
 
No
20a
Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....
20a
 
No
b
If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2012)
Form 990 (2012)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II...
21
 
No
22
Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........
22
 
No
23
Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment
23
Yes
 
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................
24c
 
 
d
Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...
24d
 
 
25a
Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........
25a
 
No
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I...................
25b
 
No
26
Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II..........................
26
 
No
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III.........
27
 
No
28
Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ..........................
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV.....................
28b
 
No
c
An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV...
28c
 
No
29
Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M.............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................
32
 
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment
33
 
No
34
Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
 
No
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2...
35b
 
 
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2............. Click to see attachment
36
 
No
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VIClick to see attachment
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Form 990 (2012)
Form 990 (2012)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response to any question in this Part V ...............
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
52
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................
2a
129
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
 
No
b
If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....
3b
 
 
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................
4a
 
No
b
If "Yes," enter the name of the foreign country: MediumBullet
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...
6a
 
No
b
If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................
7a
Yes
 
b
If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....
7b
Yes
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If “Yes,” indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
 
 
8
Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?..........
9a
 
 
b
Did the organization make a distribution to a donor, donor advisor, or related person?.......
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........
11b
 
12a
Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?
12a
 
 
b
If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
 
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..
14b
 
 
Form 990 (2012)
Form 990 (2012)
Page 6
Part VI
Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response to any question in this Part VI ...............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
3
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
0
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
Yes
 
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .
3
Yes
 
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
 
No
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
 
No
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If “No,” go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
 
No
b
If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
PA
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBulletDONALD PAPSON EXEC DIRECTO63 WEST CHOCOLATE AVEHERSHEYPA17033 (717) 298-2200
Form 990 (2012)
Form 990 (2012)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response to any question in this Part VII ...............
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

RoundBullet List all of the organization’s current key employees, if any. See instructions for definition of "key employee."
RoundBullet List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

RoundBullet List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

RoundBullet List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.
Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(1) JAMES M SHEEHAN ESQ........................................................................
BD OF MGRS-PRES/CHRMN to 7/12
 1.0
.......................7.0 		X   X       0 59,583 8,535
(2) JAMES M MEAD........................................................................
BOARD OF MANAGERS
 .5
.......................7.5 		X           0 200,000 122,026
(3) VELMA A REDMOND ESQ........................................................................
BOARD OF MANAGERS
 1.0
.......................8.0 		X           0 120,000 2,029
(4) RICHARD ZILMER........................................................................
BD OF MANAGERS PRES/CHRMN 7/12
 1.0
.......................9.5 		X   X       0 125,000 2,029
(5) HERSHEY TRUST COMPANY........................................................................
INSTITUTIONAL TRUSTEE
  
.......................   		  X         1,000 0 0
(6) GAYLA M BUSH........................................................................
ASST TREASURER/ASST SECRETARY
 2.0
.......................53.0 		    X       0 234,609 44,585
(7) DONALD PAPSON........................................................................
EXECUTIVE DIRECTOR
 40.0
.......................0.0 		    X       133,734 68,166 23,495
(8) WILLIAM DAVIES........................................................................
TREASURER to 7/12
 1.0
.......................45.0 		    X       0 309,392 29,642
(9) MARC WOOLLEY........................................................................
SECReTARY 1/12
 2.0
.......................48.0 		    X       0 366,624 4,206
(10) KENNETH GALL........................................................................
FORMER OFFICER to 7/09
 0.0
.......................55.0 		          X 0 130,828 45,281
(11) MARY LOUISE PORTER ESQ........................................................................
SECRETARY TO 9/11
 0.0
.......................0.0 		          X 0 365,273 9,088












Form 990 (2012)
Form 990 (2012)
Page 8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;


























1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 134,734 1,979,475 290,916
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet1
Yes
No
3
Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............
3
Yes
 
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................
4
Yes
 
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet0
Form 990 (2012)
Form 990 (2012)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response to any question in this Part VIII ..............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512, 513, or 514
Contributions, Gifts, Grants and Other Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b 135,349
c Fundraising events....1c  
d Related organizations...1d 347,002
e Government grants (contributions)1e 618,676
f All other contributions, gifts, grants, and
similar amounts not included above1f 		319,159
g Noncash contributions included in lines
1a-1f:$ 		 
h Total. Add lines 1a-1f.......MediumBullet 1,420,186
Program Service Revenue Business Code
2a ADMISSIONS 713990 5,746,220 5,746,220    
b THEATRE COMMUNITY RENTAL INCOME 531120 233,559 233,559    
c THEATRE SERVICE FEE INCOME 900099 261,525 261,525    
d PROGRAM REVENUE FROM HE&R AGREEMENTS 900099 122,020 122,020    
e OTHER INCOME 900099 549,758 549,758    
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet 6,913,082
Other Revenue 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 928,715     928,715
4 Income from investment of tax-exempt bond proceeds..MediumBullet 0      
5 Royalties...........MediumBullet 0      
(i) Real (ii) Personal
6a Gross rents 10,000  
b Less: rental expenses    
c Rental income or (loss) 10,000 0
d Net rental income or (loss).......MediumBullet 10,000     10,000
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 37,924,633  
b Less: cost or other basis and sales expenses 30,115,816  
c Gain or (loss) 7,808,817  
d Net gain or (loss)..........MediumBullet 7,808,817     7,808,817
8a Gross income from fundraising events (not including
$  
of contributions reported on line 1c). See Part IV, line 18 ..
a 74,892
b Less: direct expenses ...b 31,566
c Net income or (loss) from fundraising events..MediumBullet 43,326   43,326
9a Gross income from gaming activities.
See Part IV, line 19 ...
a  
b Less: direct expenses ...b  
c Net income or (loss) from gaming activities...MediumBullet 0      
10a Gross sales of inventory, less
returns and allowances .
a  
b Less: cost of goods sold ..b  
c Net income or (loss) from sales of inventory..MediumBullet 0      
Miscellaneous Revenue Business Code
11a            
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet 0
12 Total revenue. See Instructions......MediumBullet 17,124,126 6,913,082   8,790,858
Form 990 (2012)
Form 990 (2012)
Page 10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII. 		(A)
Total expenses 		(B)
Program service expenses 		(C)
Management and general expenses 		(D)
Fundraising expenses
1 Grants and other assistance to governments and organizations in the United States. See Part IV, line 21 0  
2 Grants and other assistance to individuals in the United States. See Part IV, line 22 0  
3 Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16 0  
4 Benefits paid to or for members 0  
5 Compensation of current officers, directors, trustees, and key employees .... 158,229   158,229  
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .... 0      
7 Other salaries and wages 2,188,213 2,092,303 95,910  
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 359,200 319,377 39,823  
9 Other employee benefits ....... 286,392 218,221 68,171  
10 Payroll taxes ........... 276,189 258,122 18,067  
11 Fees for services (non-employees):        
a Management ...... 196,050 169,392 26,658  
b Legal ......... 20,660   20,660  
c Accounting ........... 44,608   44,608  
d Lobbying ........... 0      
e Professional fundraising services. See Part IV, line 17 0  
f Investment management fees ...... 0      
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ 0      
12 Advertising and promotion .... 627,815 626,357 1,458  
13 Office expenses ....... 40,029 38,943 1,086  
14 Information technology ...... 44,719 32,705 12,014  
15 Royalties .. 0      
16 Occupancy ........... 459,163 458,770 393  
17 Travel ............ 845 845    
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 0      
19 Conferences, conventions, and meetings .... 4,889 4,316 573  
20 Interest ........... 393,862 393,862    
21 Payments to affiliates ....... 0      
22 Depreciation, depletion, and amortization ..... 2,071,061 2,066,662 4,399  
23 Insurance .............. 117,914 106,403 11,511  
24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a COST OF ATTRACTIONS 3,313,972 3,313,972    
b PROGRAM SUPPLIES 188,646 162,670 25,976  
c COLLECTIONS MANAGEMENT 69,761 69,761    
d CREDIT CARD FEES 86,579 86,579    
e All other expenses 367,302 298,217 69,085  
25 Total functional expenses. Add lines 1 through 24e 11,316,098 10,717,477 598,621 0
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2012)
Form 990 (2012)
Page 11
Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash—non-interest-bearing ............. 43,462 1 60,457
2 Savings and temporary cash investments ......... 4,519,619 2 1,153,608
3 Pledges and grants receivable, net ........... 215,833 3 56,564
4 Accounts receivable, net ............. 2,862,474 4 3,652,163
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
0 5 0
6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
0 6 0
7 Notes and loans receivable, net ............. 0 7 0
8 Inventories for sale or use .............. 0 8 0
9 Prepaid expenses and deferred charges .......... 88,249 9 199,420
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 32,697,933
b Less: accumulated depreciation ..... 10b 12,622,367 21,891,175 10c 20,075,566
11 Investments—publicly traded securities .......... 28,152,621 11 26,771,297
12 Investments—other securities. See Part IV, line 11 ..... 790,403 12 6,739,078
13 Investments—program-related. See Part IV, line 11 ..... 0 13 0
14 Intangible assets ............... 0 14 0
15 Other assets. See Part IV, line 11 ........... 0 15 0
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 58,563,836 16 58,708,153
Liabilities 17 Accounts payable and accrued expenses ......... 1,108,764 17 860,976
18 Grants payable ................. 0 18 0
19 Deferred revenue ................ 1,689,587 19 2,065,717
20 Tax-exempt bond liabilities ............. 0 20 0
21 Escrow or custodial account liability. Complete Part IV of Schedule D.. 0 21 0
22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
persons. Complete Part II of Schedule L.......... 0 22 0
23 Secured mortgages and notes payable to unrelated third parties .. 0 23 0
24 Unsecured notes and loans payable to unrelated third parties .... 0 24 0
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.................... 19,689,451 25 19,753,830
26 Total liabilities. Add lines 17 through 25......... 22,487,802 26 22,680,523
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets .............. 10,882,208 27 9,144,893
28 Temporarily restricted net assets ........... 25,193,826 28 26,882,737
29 Permanently restricted net assets ........... 0 29 0
Organizations that do not follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 30 through 34.
30 Capital stock or trust principal, or current funds ........   30  
31 Paid-in or capital surplus, or land, building or equipment fund .....   31  
32 Retained earnings, endowment, accumulated income, or other funds   32  
33 Total net assets or fund balances ........... 36,076,034 33 36,027,630
34 Total liabilities and net assets/fund balances ........ 58,563,836 34 58,708,153
Form 990 (2012)
Form 990 (2012)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response to any question in this Part XI ...............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
17,124,126
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
11,316,098
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
5,808,028
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
36,076,034
5
Net unrealized gains (losses) on investments ...............
5
-5,476,894
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
-379,538
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
36,027,630
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response to any question in this Part XII ..............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?
3a
 
No
b
If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits
3b
 
 
Form 990 (2012)
Form 990, Special Condition Description:
Special Condition Description
Additional Data


Software ID:  
Software Version:  
SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service
Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
right arrow Attach to Form 990 or Form 990-EZ. right arrow See separate instructions.
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
THE MS HERSHEY FOUNDATION
 
Employer identification number

23-6242734
Part I
Reason for Public Charity Status (All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
f
g
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization? ................
11g(i)
 
 
(ii) A family member of a person described in (i) above? ......................
11g(ii)
 
 
(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................
11g(iii)
 
 
h
Provide the following information about the supported organization(s).
(i) Name of supported organization (ii) EIN (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) (iv) Is the organization in col. (i) listed in your governing document? (v) Did you notify the organization in col. (i) of your support? (vi) Is the organization in col. (i) organized in the U.S.? (vii) Amount of monetary support
Yes No Yes No Yes No
Total                  

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....            
2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......            
3 The value of services or facilities furnished by a governmental unit to the organization without charge..            
4 Total. Add lines 1 through 3            
5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..            
6 Public support. Subtract line 5 from line 4.            
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
7 Amounts from line 4..            
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...            
9 Net income from unrelated business activities, whether or not the business is regularly carried on..            
10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..            
11 Total support (Add lines 7 through 10).            
12
12
 
13
First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................right arrow
Section C. Computation of Public Support Percentage
14
14
 
15
15
 
16a
b
17a
b
18
Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . 6,730,327 1,603,659 3,348,260 1,940,423 1,495,078 15,117,747
2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... 5,634,437 2,672,057 6,599,077 5,193,188 6,913,082 27,011,841
3 Gross receipts from activities that are not an unrelated trade or business under section 513..           0
4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...           0
5 The value of services or facilities furnished by a governmental unit to the organization without charge..           0
6 Total. Add lines 1 through 5. 12,364,764 4,275,716 9,947,337 7,133,611 8,408,160 42,129,588
7a Amounts included on lines 1, 2, and 3 received from disqualified persons... 1,216,036 132,903 2,432,599 960,249 347,002 5,088,789
b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.           0
c Add lines 7a and 7b.. 1,216,036 132,903 2,432,599 960,249 347,002 5,088,789
8 Public support (Subtract line 7c from line 6.)           37,040,799
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
9 Amounts from line 6... 12,364,764 4,275,716 9,947,337 7,133,611 8,408,160 42,129,588
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. 720,883 312,030 840,028 953,375 938,715 3,765,031
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.           0
c Add lines 10a and 10b. 720,883 312,030 840,028 953,375 938,715 3,765,031
11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.           0
12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..           0
13 Total support. (Add lines 9, 10c, 11, and 12.).. 13,085,647 4,587,746 10,787,365 8,086,986 9,346,875 45,894,619
14
Section C. Computation of Public Support Percentage
15
15
80.708 %
16
16
75.795 %
Section D. Computation of Investment Income Percentage
17
17
8.204 %
18
18
8.370 %
19a
b
20
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
 
Explanation
 
 
 
 
Schedule A (Form 990 or 990-EZ) 2012

Additional Data


Software ID:  
Software Version:  
Schedule B
(Form 990, 990-EZ,
or 990-PF)
Department of the Treasury
Internal Revenue Service
Schedule of Contributors
Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
OMB No. 1545-0047
2012
Name of the organization
THE MS HERSHEY FOUNDATION
 
Employer identification number

23-6242734
Organization type (check one):
Filers of:
Section:
Form 990 or 990-EZ





Form 990-PF




Check if your organization is covered by the General Rule or a Special Rule.  
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
General Rule
Special Rules
......................... Arrow Bullet   $    
Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).
For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.
Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 2
Name of organization
THE MS HERSHEY FOUNDATION
  		Employer identification number

23-6242734
Part I
Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
     
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
RESTRICTED
RESTRICTED
 

     
RESTRICTED
RESTRICTED  
RESTRICTED, RESTRICTED   RESTRICTED

$RESTRICTED


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 3
Name of organization
THE MS HERSHEY FOUNDATION
  		Employer identification number

23-6242734
Part II
Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
     
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 4
Name of organization
THE MS HERSHEY FOUNDATION
  		Employer identification number

23-6242734
Part III
Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
Use duplicate copies of Part III if additional space is needed.
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Additional Data


Software ID:  
Software Version:  
SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet Attach to Form 990. SchDMd Bullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
THE MS HERSHEY FOUNDATION
 
Employer identification number

23-6242734
Part I
Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.
(a) Donor advised funds (b) Funds and other accounts
1 Total number at end of year .........    
2 Aggregate contributions to (during year) ...    
3 Aggregate grants from (during year) .....    
4 Aggregate value at end of year ........    
5
Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the Year
a Total number of conservation easements ....................... 2a  
b Total acreage restricted by conservation easements .................. 2b  
c Number of conservation easements on a certified historic structure included in (a) ..... 2c  
d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register .................... 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................
9
In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.
1a
If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:
(i)
Revenues included in Form 990, Part VIII, line 1 ........................SchDMd Bullet $  
(ii)
Assets included in Form 990, Part X ..............................SchDMd Bullet $  
2
If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 52283D
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........
Part IV
Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........
Part V
Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.
(a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back
1a Beginning of year balance .... 25,193,826 25,003,061 21,949,743 20,214,188 28,927,435
b Contributions ........ 28,958 25,910 34,320 1,686,453  
c Net investment earnings, gains, and losses 1,711,659 173,169 3,036,666 1,712,890 -3,996,038
d Grants or scholarships .....          
e Other expenditures for facilities
and programs ........ 		51,706 8,314 17,668 1,663,788 4,717,209
f Administrative expenses ....          
g End of year balance ...... 26,882,737 25,193,826 25,003,061 21,949,743 20,214,188
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet  
c
Temporarily restricted endowment SchDMd Bullet100.000 %
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
No
(ii) related organizations ........................
3a(ii)
Yes
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
Yes
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................   1,000 1,000
b Buildings ................   21,982,130 5,526,078 16,456,052
c Leasehold improvements ............   8,141,839 5,120,857 3,020,982
d Equipment ................   2,446,181 1,880,983 565,198
e Other .................   126,783 94,449 32,334
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 20,075,566
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 3
Part VII
Investments—Other Securities. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b)Book value (c) Method of valuation:
Cost or end-of-year market value
(1)Financial derivatives    
(2)Closely-held equity interests    
(3)Other
(A) COMMON TRUST FUNDS - FOREIGN 		6,739,078 F








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet 6,739,078
Part VIII
Investments—Program Related. See Form 990, Part X, line 13.
(a) Description of investment type (b) Book value (c) Method of valuation:
Cost or end-of-year market value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet  
Part IX
Other Assets. See Form 990, Part X, line 15.
(a) Description (b) Book value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet  
Part X
Other Liabilities. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes 0
ACCRUED POST RETIREMENT BEN OB 4,311,586
LOAN GUARANTEE OBLIGATION 13,966,102
INTEREST RATE SWAP LIABILITY 1,476,142






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 19,753,830
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1 Total revenue, gains, and other support per audited financial statements ....... 1 11,678,798
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains on investments .......... 2a -5,476,894
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ............ 2d 31,566
e Add lines 2a through 2d ..................... 2e -5,445,328
3 Subtract line 2e from line 1..................... 3 17,124,126
4 Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b . 4a  
b Other (Describe in Part XIII.) ........... 4b  
c Add lines 4a and 4b....................... 4c  
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5 17,124,126
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1 Total expenses and losses per audited financial statements ........... 1 11,727,202
2 Amounts included on line 1 but not on Form 990, Part IX, line 25:
a Donated services and use of facilities .......... 2a  
b Prior year adjustments .............. 2b  
c Other losses ................ 2c  
d Other (Describe in Part XIII.) ............ 2d 411,104
e Add lines 2a through 2d...................... 2e 411,104
3 Subtract line 2e from line 1..................... 3 11,316,098
4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b .. 4a  
b Other (Describe in Part XIII.) ............ 4b  
c Add lines 4a and 4b....................... 4c  
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5 11,316,098
Part XIII
Supplemental Information
Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.
Identifier Return Reference Explanation
Schedule D, Part III, Line 1a Museum Collections The Museum's collections are comprised of historical items used as a means to educate the public about the lives of America's earliest inhabitants, the life of Milton S. Hershey, and the Hershey community. Each of these items is cataloged, preserved, and cared for. The Foundation's policy is to expense collections when they are acquired. Schedule D, Part III, Line 4 Collections of Art, Historical Treasures, and Other Similar Assets The M.S. Hershey Foundation's collection includes the following: (1) artifacts and historical oral and written documents related to the life and legacy of Milton S. Hershey from his personal life to his various businesses to his philanthropies (2) artifacts and historical oral and written documents related to the community of Hershey (3) artifacts that document Pennsylvania German culture (4) ethnographic materials related to indigenous people of the United States (5) plantings at the Hershey Garden. The above collections further M.S. Hershey Foundation's exempt purpose of education and cultural enrichment for the residents of the Hershey area by being displayed in an accessible public museum, public archive and gardens.
SCHEDULE D, PART V, LINE 4 INTENDED USES OF THE ORGANIZATION'S ENDOWMENT FUNDS MILTON S. HERSHEY MADE HIS GIFT TO THE M.S. HERSHEY FOUNDATION ON DECEMBER 5, 1935 WITH THE PURPOSE OF CREATING AND ENDOWING IN PERPETUITY THIS FOUNDATION FOR EDUCATIONAL PURPOSES. THE TRUST WAS FUNDED FOR SEVERAL USES, INTENTS AND PURPOSES AS FOLLOWS: (1) FOR THE ESTABLISHMENT AND MAINTENANCE IN WHOLE OR IN PART OF ONE OR MORE EDUCATIONAL INSTITUTIONS IN DERRY TOWNSHIP, PENNSYLVANIA; AND/OR (2) THE SUPPORT OF PUBLIC SCHOOLS OF DERRY TOWNSHIP AND THE IMPROVEMENT AND ELEVATION OF THE STANDARD OF EDUCATION; AND/OR (3) THE VOCATIONAL, CULTURAL OR PROFESSIONAL EDUCATION OF ANY RESIDENT OF DERRY TOWNSHIP. IN ADDITION, upon approval by the Board of Managers, the endowment funds can be utilized to purchase land and erect a building or buildings upon such land.
SCHEDULE D, PART X, OTHER LIABILITIES LOAN GUARANTEE OBLIGATION The M.S. HERSHEY Foundation (FOUNDATION) constructed a building, which is the site of The Hershey Story Museum. In order to provide funding for the project, the Foundation entered into agreements dated March 1, 2007, with the Township of Derry Industrial and Commercial Development Authority (Authority). Under these agreements, the Foundation was responsible for the construction of the building. UPON COMPLETION, The Foundation sold the building to the Authority at the cost to construct and leased it back for $20,000 per year for a period of 29 years, at which time the building ownership will revert back to the Foundation. In addition, the Foundation guaranteed a $9,000,000 nonrecourse loan between the Authority and PNC Bank, National Association (PNC Bank) to fund the construction of the project. During December 2007, the Foundation guaranteed a floating-to-fixed rate swap in the notional amount of $8,100,000 between the Authority and PNC Bank to manage the risk of increased debt service cost from rising interest rates. During May 2008, the Foundation guaranteed an additional $6,000,000 nonrecourse loan between the Authority and PNC to further fund the construction of the project. SCHEDULE D, PART X, LINE 2 FIN 48 (ASC 740) FOOTNOTE TAX POSITIONS ARE RECOGNIZED OR DERECOGNIZED BASED ON A "MORE LIKELY THAN NOT" THRESHOLD FOR POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. THE FOUNDATION'S ACCOUNTING POLICY FOR EVALUATING UNCERTAIN TAX POSITIONS IS THAT RECOGNIZED INCOME TAX POSITIONS ARE MEASURED AT THE LARGEST AMOUNT THAT IS GREATER THAN 50% LIKELY OF BEING RECOGNIZED. THE FOUNDATION DOES NOT BELIEVE THERE ARE ANY UNRECOGNIZED TAX BENEFITS OR LIABILITIES THAT SHOULD BE RECORDED.
Schedule D, Part XI, Line 2D   Special Event Expenses (reclass) $31,566
Schedule D, Part XII, Line 2d   Other Expenses not on return: SPECIAL EVENT EXPENSES (reclass) $ 31,566 INCREASE IN UNRECOGNIZED BENEFIT COST 417,785 DECREASE IN INTEREST RATE SWAP LIABILITY (38,247) -------- $ 411,104
Schedule D (Form 990) 2012

Additional Data


Software ID:  
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SCHEDULE G (Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Supplemental Information Regarding
Fundraising or Gaming Activities
Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part. right arrowAttach to Form 990 or Form 990-EZ. right arrowSee separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
THE MS HERSHEY FOUNDATION
 
Employer identification number

23-6242734
Part I
Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.
1
Indicate whether the organization raised funds through any of the following activities. Check all that apply.
a e
b f
c g
d
2a
Did the organization have a written or oral agreement with any individual (including officers, directors, trustees
or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?
b
If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.
(i) Name and address of individual
or entity (fundraiser) 		(ii) Activity (iii) Did fundraiser have custody or control of contributions? (iv) Gross receipts
from activity 		(v) Amount paid to
(or retained by)
fundraiser listed in
col. (i) 		(vi) Amount paid to
(or retained by)
organization
Yes No
             
             
             
             
             
             
             
             
             
             
Total .................right arrow      
3
List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.
For Paperwork Reduction Act Notice, see the Instructions for Form 990or 990-EZ.
Cat. No. 50083H
Schedule G (Form 990 or 990-EZ) 2012
Schedule G (Form 990 or 990-EZ) 2012
Page 2
Part II
Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.
(a) Event #1

BYND FOOTLIGHTS
(event type) 		(b) Event #2

CULTURAL EXPRS
(event type) 		(c) Other events

1
(total number) 		(d) Total events
(add col. (a) through col. (c))
VerticalRevenue 1 Gross receipts . . . 22,474 23,875 28,543 74,892
2 Less: Contributions . .        
3 Gross income (line 1
minus line 2) . . . 		22,474 23,875 28,543 74,892
VerticalDirectExpenses 4 Cash prizes . . .        
5 Noncash prizes . .        
6 Rent/facility costs . .        
7 Food and beverages .        
8 Entertainment . . .        
9 Other direct expenses . 3,993 10,357 17,216 31,566
10 Direct expense summary. Add lines 4 through 9 in column (d) ........... right arrow 31,566
11 Net income summary. Combine line 3, column (d), and line 10. .......... right arrow 43,326
Part III
Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.
VerticalRevenue (a) Bingo (b) Pull tabs/Instant
bingo/progressive bingo 		(c) Other gaming (d) Total gaming (add col.(a) through col.(c))
1 Gross revenue . . . .        
VerticalDirectExpenses 2 Cash prizes . . . .        
3 Non-cash prizes . . .        
4 Rent/facility costs . . .        
5 Other direct expenses . .        
6 Volunteer labor . . .
 
 
 
7 Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow  
8 Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow  
9
Enter the state(s) in which the organization operates gaming activities:
a
Is the organization licensed to operate gaming activities in each of these states? ............
b
If "No," explain:
 
10a
Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....
b
If "Yes," explain:
 
Schedule G (Form 990 or 990-EZ) 2012
Schedule G (Form 990 or 990-EZ) 2012
Page 3
11
Does the organization operate gaming activities with nonmembers? .................
12
Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity
formed to administer charitable gaming? ..........................
13
Indicate the percentage of gaming activity operated in:
a
The organization's facility ......................
13a
 
b
An outside facility ........................
13b
 
14
Enter the name and address of the person who prepares the organization's gaming/special events books and records:
Name right arrow
Address right arrow
15a
Does the organization have a contract with a third party from whom the organization receives gaming
revenue? ......................................
b
If "Yes," enter the amount of gaming revenue received by the organization right arrow $   and the
amount of gaming revenue retained by the third party right arrow $   .
c
If "Yes," enter name and address of the third party:
Name right arrow
Address right arrow
 
 
16
Gaming manager information:
Name right arrow
Gaming manager compensation right arrow $  
Description of services provided right arrow
 
17
Mandatory distributions:
a
Is the organization required under state law to make charitable distributions from the gaming proceeds to
retain the state gaming license? ............................
b
Enter the amount of distributions required under state law distributed to other exempt organizations or spent
in the organization's own exempt activities during the tax year right arrow$  
Part IV
Supplemental Information. Complete this part to provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).
Identifier Return Reference Explanation
Schedule G (Form 990 or 990-EZ) 2012
Additional Data


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Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet Attach to Form 990. SchJMediumBullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
THE MS HERSHEY FOUNDATION
 
Employer identification number

23-6242734
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....
1b
 
 
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......
2
 
 
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment? ................
4a
Yes
 
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
Yes
 
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.
5
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization? ...........................
5a
 
No
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............
7
 
No
8
Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2012

Schedule J (Form 990) 2012
Page 2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and other deferred compensation (D) Nontaxable
benefits		 (E) Total of columns
(B)(i)-(D) 		(F) Compensation
reported as deferred
in prior Form 990
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1)GAYLA M BUSHASST TREASURER/ASST SECRETARY (i)
(ii)		 0
168,980 		0
63,258 		0
2,371 		0
34,950 		0
9,635 		0
279,194 		0
0
(2)KENNETH GALLFORMER OFFICER to 7/09 (i)
(ii)		 0
110,284 		0
20,023 		0
521 		0
20,190 		0
25,091 		0
176,109 		0
0
(3)MARY LOUISE PORTER ESQSECRETARY TO 9/11 (i)
(ii)		 0
44,092 		0
0 		0
321,181 		0
5,859 		0
3,229 		0
374,361 		0
0
(4)JAMES M MEADBOARD OF MANAGERS (i)
(ii)		 0
200,000 		0
0 		0
0 		0
120,000 		0
2,026 		0
322,026 		0
0
(5)DONALD PAPSONEXECUTIVE DIRECTOR (i)
(ii)		 133,734
68,166 		0
0 		0
0 		9,397
0 		14,098
0 		157,229
68,166 		0
0
(6)WILLIAM DAVIESTREASURER to 7/12 (i)
(ii)		 0
240,063 		0
68,503 		0
826 		0
13,823 		0
15,819 		0
339,034 		0
0
(7)MARC WOOLLEYSECReTARY 1/12 (i)
(ii)		 0
364,644 		0
0 		0
1,980 		0
0 		0
4,206 		0
370,830 		0
0
Schedule J (Form 990) 2012

Schedule J (Form 990) 2012
Page 3
Part III
Supplemental Information
Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.
Identifier Return Reference Explanation
SCHEDULE J, PART I, QUESTION 4a   During the 2012 year, a severance payment was made by related organizations. None of the payments were made by the Foundation. SCHEDULE J, PART I, QUESTION 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DONALD PAPSON RETIRED FROM THE HERSHEY COMPANY PRIOR TO HIS EMPLOYMENT WITH THE M.S. HERSHEY FOUNDATION. INCLUDED IN HIS COMPENSATION ARE PAYMENTS MADE BY THE HERSHEY COMPANY FOR DEFERRED COMPENSATION. NONE OF THE PAYMENTS WERE MADE BY THE M.S. HERSHEY FOUNDATION AND DID NOT RELATE TO HIS SERVICE FOR THE FOUNDATION. SCHEDULE J, PART I, QUESTION 4C EQUITY-BASED COMPENSATION ARRANGEMENT DONALD PAPSON RETIRED FROM THE HERSHEY COMPANY PRIOR TO HIS EMPLOYMENT WITH THE M.S. HERSHEY FOUNDATION. INCLUDED IN HIS COMPENSATION ARE PAYMENTS MADE BY THE HERSHEY COMPANY FOR THE EXERCISING OF STOCK OPTIONS. NONE OF THE PAYMENTS WERE MADE BY THE M.S. HERSHEY FOUNDATION AND DID NOT RELATE TO HIS SERVICE FOR THE FOUNDATION. PART VII/SCHEDULE J REPORTABLE COMPENSATION The M.S. Hershey Foundation is associated with the Milton Hershey School and School Trust ("the School") and other Hershey charities and for-profit entities. Mr. and Mrs. Hershey organized the Milton Hershey School ("the School") in the form of a trust ("School Trust") created under an original 1909 Deed of Trust that, as amended, still governs the operation of the School. The Deed of Trust sets forth the respective powers and authorities of the trustee and Managers of the School, names the Hershey Trust Company, a state-chartered trust company, as trustee for compensation of no more than $1,000 per year and provides for the trustee to appoint the individual Managers of the School from its own Board of Directors. The Managers subsequently incorporated. That corporation, acting as manager under the deed of trust, together with the School Trust are the components of the integrated tax-exempt organization, the Milton Hershey School and School Trust (EIN: 23-1353340). Mr. Hershey created the same structure for his other charity, The M.S. Hershey Foundation. The members of the board of managers of the M.S. Hershey Foundation are appointed by the Hershey Trust Company in its capacity as trustee from among its own board of directors. As a result of the structure created by Mr. Hershey, Hershey Trust Company (as of 12/31/2012): (A) serves as trustee for the $10 billion Milton Hershey School & School Trust (administration of which trust includes responsibility for (1) The Hershey Company, a Fortune 500 company; (2) Hershey Entertainment & Resorts Company, a $270 million resort and entertainment company; (3) an actively managed portfolio of approximately $3.9 billion in securities and other investments; and (4) approximately 10,000 acres of real estate); and (B) serves as trustee for the $35 million actively managed portfolio of the M.S. Hershey Foundation Trust. The following information details the compensation arrangements of the M.S Hershey Foundation Board of Managers, who are compensated by related for-profit entities. The compensation of board members serving on the boards of any of the related for-profit entities (Hershey Trust Company, Hershey Entertainment & Resorts Company and the Hershey Company) is commensurate with their responsibilities with respect to the relevant for-profit entity. None of the compensation was paid by the M.S. Hershey Foundation (EIN 23-6242734). James M. Mead Compensation reported consists only of director fees received from related for-profit companies, Hershey trust company (ein 23-0692150) and the hershey company (ein 23-0691590). Velma A. Redmond Compensation reported consists only of director fees received from a related for-profit company, Hershey Trust Company (EIN 23-0692150). James M. Sheehan, Esq. Mr. Sheehan serves as the Chairman and President of The M.S. Hershey Foundation beginning 3/3/2011 thru 7/2012. Compensation reported includes director fees received from a related for-profit company, Hershey Trust Company (EIN 23-0692150) and retirement benefits received from the milton hershey school (ein 23-1353340). Richard Zilmer Compensation reported consists only of director fees received from a related for-profit company, Hershey Trust Company (EIN 23-0692150). The following information details the compensation arrangements of certain foundation officers. They are compensated by related for-profit or non-profit entities. Their compensation is detemined by independent compensation consultants. This process is based on position comparables taking into account responsibilities and duties, authority, and objectives. None of their compensation, employee benefit contributions or non-taxable benefits was paid directly by the m.s.hershey foundation during the reporting period. Gayla Bush Ms. Bush serves as the Assistant Secretary & Assistant Treasurer of the M.S. Hershey Foundation. She also served as the Acting Secretary until Jan 2012. She also serves as the Vice President, Finance of Hershey Trust Company (EIN 23-0692150), a for-profit related corporation. William Davies Mr. Davies served as the Treasurer of the M.S. Hershey Foundation until 7/2012. He also served as the CFO of the Milton Hershey School. Marc Woolley Mr. Woolley serves as the Secratary of the M.S.Hershey Foundation beginning in January 2012. He is also the deputy General Counsel and chief compliance officer for the Hershey trust Company, a related for-profit corporation. Former Officers Mary Louise Porter, Esq. Ms. Porter served as the Secretary for The M.S. Hershey Foundation until 9/11. Ms. Porter also served as the Chief Compliance Officer of Hershey Trust Company and General Counsel and Secretary of Hershey Trust Company, Private Wealth Management Group (EIN: 23-0692150), a for-profit related corporation, until 9/11. She also served as General Counsel of Milton Hershey School until 9/11. Kenneth Gall Mr. Gall served as the Assistant Secretary & Assistant Treasurer of The M.S. Hershey Foundation until July 2009. He serves as the Director of Real Estate of Hershey Trust Company (EIN: 23-0692150). Trustee Hershey Trust Company Hershey Trust Company, Trustee, is paid $1,000 annually for its services as stipulated in the Deed of Trust. The Trustee's actual time spent per week on The M.S. Hershey Foundation matters would be an accumulation of the officer and staff time. Each officer's individual time is detailed on Form 990, Part VII.
FORM 990, PART VII HOURS SPENT ON RELATED ORGANIZATIONS The following table details M.S. Hershey Foundation board of managers members and officers who are also board of managers members and officers of related organizations and the hours spent per week on duties for these related organizations: MILTON HERSHEY HERSHEy entertAINNMNT HERSHEY SCHOOL Company & RESORTS CO. & SCHOOL TRUST JAMES SHEEHAN 7.0 - - JAMES MEAD 4.5 3.0 - VELMA REDMOND 8.0 - - RICHARD ZILMER 9.5 - - GAYLA BUSH 53 - - WILLIAM DAVIES 45 - - KENNETH GALL 55 - - marc woolley 48 - - NOTE: Time spent on Hershey Trust Company matters is included in the Milton Hershey School & School Trust average hours worked per week.
FORM 990, PART VII/SCHEDULE J RELATED ORGANIZATION COMPENSATION THE RELATED ORGANIZATIONS PROVIDE THE FOUNDATION WITH ALL PERTINENT PAYROLL INFORMATION REQUIRED TO COMPLETE PART VII AND SCHEDULE J OF THE FORM 990.
Schedule J (Form 990) 2012

Additional Data


Software ID:  
Software Version:  
SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
THE MS HERSHEY FOUNDATION
 
Employer identification number

23-6242734
Identifier Return Reference Explanation
FORM 990, PART I, LINE 6 SUMMARY SECTION Volunteers are a vital part of the M.S. Hershey Foundation. Many of our volunteers have introduced a child to history, nature or live theatre. Others have helped beautify Hershey Gardens, ushered a show at the Hershey Theatre or proudly answered questions about our community's rich history at the museum: The Hershey Story.
FORM 990, PART III, LINE 4A-D STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS Program Service Accomplishment #1 (Line 4a): Completed during Milton Hersheys Great Building Campaign program in the 1930s, the new Community Center Building housed Hershey Theatre, which first opened as a vaudeville and movie house. Today, the Theatre is the area's premier performing arts center. Presenting touring Broadway shows, classical music, dance attractions and world-renowned entertainers, the Theatres rich history and performing arts presentations provide cultural and educational enrichment to patrons of all ages. Developed in 2008, The Hershey Theatre Apollo Awards is a scholarship program which recognizes excellence in local high school theater productions. All Derry Township School District students may participate in field trips to the Hershey Theatre at no charge. Number Benefitted: 117,400 Expenses:$6,303,025 Revenue: $5,496,237 Program Service Accomplishment #2 (Line 4b): The Hershey Story, The Museum on Chocolate Avenue opened in 2009. The Museum Experience is an educational, interactive permanent exhibit space that shares the stories of Milton S. Hershey, his businesses, philanthropies and community. The Apprentice Program is an activity designed to further engage children as they explore the exhibits. In the Chocolate Lab, guests learn about the origins of chocolate and participate in hands-on activities using chocolate. In the coming year, planned special exhibits highlight the Native American and Pennsylvania German collections, originally purchased by Milton Hershey. School field trips, homeschool and summer camp programs all meet PA state academic standards. All Derry Township School District students may participate in field trips to the Museum Experience at no charge. Number Benefitted: 117,000 Expenses: $3,698,697 Revenue: $ 1,281,935 Program Service Accomplishment #3 (Line 4c): Hershey Gardens was originally developed in 1937 at Milton Hersheys request. It has since expanded and now features 23 acres of seasonal displays and rare trees within 11 theme gardens. The Childrens Garden and Butterfly House offer children hands-on learning as they discover the wonders of nature and plants. The Great Garden Adventure is a program featuring an interactive guide that helps children explore and learn throughout The Childrens Garden. Adult education opportunities include classes on gardening and nature. School field trips, homeschool and summer camp programs all meet PA state academic standards. All Derry Township School District students may participate in field trips to Hershey Gardens at no charge. Number Benefitted: 97,300 Expenses:$462,959 Revenue: $116,982 Program Service Accomplishment - Other: Archives & Other Miscellaneous Services - The Hershey Community Archives collects and maintains historical documentation such as photographs, oral histories, and other two dimensional artifacts chronicling the history of the community. Educational programming is offered to the third graders of the Derry township school district and in the form of lectures and demonstrations at various venues. Expenses: $252,796 Revenue: $17,928
FORM 990, PART VI, SECTION A, LINE 2 GOVERNING BODY & MANAGEMENT Several of the board of managers members and officers of the filing organization also serve as directors and officers of business entities that are related to this filing organization.
FORM 990, PART VI, SECTION A, LINE 3 GOVERNING BODY & MANAGEMENT The M.S. Hershey Foundation has several operations in Hershey, Pennsylvania, including the Hershey Gardens, the Hershey Community Archives, the Hershey Theatre, the Hershey Story, and Chocolatetown Square, collectively referred to as "Foundation Operations". These operations exist to preserve and enhance Milton Hershey's legacy and community vision and to provide educational and cultural enrichment to residents and visitors of Hershey, PA. Hershey Entertainment & Resorts Company (HE&R), a related for profit operation, has established a reputation for providing high quality services, and has extensive experience providing live performance entertainment, retail, catering, food and beverage and associates services. HE&R owns and operates numerous entertainment and hospitality venues in Hershey, Pennsylvania. Founded in 1927, by Milton Hershey, HE&R's mission and goals include demonstrating sensitivity about the quality of life for the community and using its reservoir of talent and experience to make a positive difference with the M.S. Hershey Foundation. In order to enhance Foundation operations and further its tax-exempt mission, the M.S. Hershey Foundation entered into a contract with HE&R to provide various services including the following: 1. Wedding, party and event caterings 2. Retail operations support 3. Theatre Operations management 4. IT, communications and security services. Prior to the commencement of services, the M.S. Hershey Foundation, assisted by independent outside counsel, evaluated the proposed services to ensure compliance with intermediate sanctions rules pursuant to IRC Section 4958 and Private Inurement Rules pursuant to Treasury Regulations 53.4958-4. These services are reviewed and approved by the Board of Managers on an annual basis. The M.S. Hershey Foundation has established an independent committee to periodically review the services being performed and the contractual relationship with HE&R to ensure it is in the best interest of the M.S. Hershey Foundation to continue using the services of HE&R and to ensure compliance with the IRC Section and Treasury Regulation noted above.
FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS The Form 990 is prepared under the direction of the Director of Finance of the M.S. Hershey Foundation. The Form 990 is reviewed by the Executive Director of the M.S. Hershey Foundation, outside counsel and its independent tax advisors who sign the return as "paid preparers." The board of managers of the M.S. Hershey Foundation reviews and discusses the Form 990 at one of its scheduled meetings prior to filing the return with the Internal Revenue Service, noting key disclosures.
FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST The Board of Managers, Officers and key employees of the M.S. HERSHEY FOUNDATION have a fiduciary relationship with the M.S. HERSHEY FOUNDATION which requires that they act in good faith with regard to the M.S. HERSHEY FOUNDATION's best interests. It is essential in fulfilling their duties that they apply the highest moral, legal, and ethical standards in their conduct and business relationships. Both, the M.S. Hershey Foundation and the Hershey Trust Company, trustee for the M.S. HERSHEY FOUNDATION, have written conflict of interest polices which are intended to permit the M.S. HERSHEY FOUNDATION and its Managers, Officers and other key employees to identify, evaluate and address any conflict of interest that might call into question this fiduciary duty to the M.S. HERSHEY FOUNDATION. The conflict of interest policy covering the Managers, Officers and key employees is documented in the "Conflict of Interest" section of the Governance Guidelines for the M.S. Hershey Foundation. Additionally, the conflict of interest policy covering Managers, Officers and key employees is documented in "Ethical Standards" and "Conflict of Interest" and "Code of Conduct" sections of the Policy Manual for the Hershey Trust Company. Each Manager, Officer and key employee is required to avoid all activity that could create a conflict of interest or even give an appearance of a conflict of interest. Any conflicts of interest are to be reported as soon as practical after they become aware of such a conflict. Annually each Manager, Officer and key employee is required to complete an Annual Statement of Disclosure. The forms identify vendors, investments, other board memberships, and family members that could give rise to conflicts of interest. The statements are reviewed by the FOUNDATION'S EXECUTIVE DIRECTOR AND THE DIRECTOR OF FINANCE in order for THEM to be aware of activities that could give rise to conflicts of interest. Potential conflicts of interest related to managers, officers and key employees are brought to the attention of the Chairperson OF THE BOARD OF MANAGERS OF THE M.S. HERSHEY FOUNDATION. The Chairperson (or his designee) determines the corrective measure, if any, to be taken to resolve the conflict, or will impose appropriate restrictions, if any on the person with the conflict. For conflicts of interest involving the Chairperson, the matter would be discussed with the chair of the audit committee and the chair of the board of the Hershey Trust Company. The two chair persons, in consultation with the other board members, excluding such conflicted person, have the final approval of any recommended corrective measures or imposed restrictions.
FORM 990, PART VI, SECTION B, LINES 15A AND 15B COMPENSATION PROCESS The M.S. Hershey Foundation's board of managers (the governing body of the M.S. Hershey Foundation) controls the process in determining whether the total compensation of the Executive Director is fair and reasonable. This process occurs at the initial hire of the executive director and at regular intervals thereafter. The review of the total compensation of the executive director, includes but is not limited to, a review of comparable executive director total compensation as disclosed in the forms 990 of similar-sized exempt organizations. As part of this process, the compensation information is reviewed and approved by the Board of Managers FOR THE executive director. Those board of managers with a conflict in regard to the executive director's compensation review process abstain from the deliberations. The Board of Managers do not receive any compensation from M.S. HERSHEY FOUNDATION. The Board of Managers receive compensation from Hershey Trust Company as directors of the Trust Company in accordance with Article 14, Section 16 of its bylaws. The compensation is periodically reviewed by third party compensation consultants. Any member of the Board of Managers who also serves as a director or officer of The Hershey Company or of Hershey Entertainment & Resorts Co. receives compensation from such related for-profit company, pursuant to such company's procedures. The compensation of the M.S. Hershey Foundation's officers, who are directors or employees of the Hershey Trust Company (Trustee of M.S. HERSHEY FOUNDATION), is determined by periodic review (generally performed at least every 3 years) by third party compensation consultants to determine that it is fair and reasonable as part of the Hershey Trust Company's compensation review process. The compensation of Hershey Trust Company, the statutory officers, the Chief Executive Officer and chief Compliance Officer is fixed by the Board of Directors of Hershey Trust Company in accordance with Section 5 of its bylaws. The CEO of Hershey Trust Company approves compensation of the other officers and key employees and reports this compensation to the Board of Directors or a designated committee of the Board of Directors as any changes are made.
FORM 990, PART VI, SECTION C, LINE 19 PUBLIC AVAILABILITY OF DOCUMENTS The Foundation makes the Deed of Trust available to the public on its website. The Foundation's Conflict of Interest Policy and its audited financial statements are available to the public upon request.
FORM 990, PART XI, LINE 9 RECONCILIATION OF NET ASSETS Increase in unrecognized benefit cost $(417,785) Decrease in interest rate swap liability 38,247 ---------- TOTAL $(379,538)
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2012

Additional Data


Software ID:  
Software Version:  
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBulletAttach to Form 990. MediumBullet See separate instructions.

OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
THE MS HERSHEY FOUNDATION
 
Employer identification number

23-6242734
Part I
Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)
(a)
Name, address, and EIN (if applicable) of disregarded entity


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Total income


 		(e)
End-of-year assets


 		(f)
Direct controlling
entity










Part II
Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)
(a)
Name, address, and EIN of related organization


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Exempt Code section


 		(e)
Public charity status
(if section 501(c)(3))

 		(f)
Direct controlling
entity

 		(g)
Section 512(b)(13) controlled entity?
Yes No
(1) THE MILTON HERSHEY SCHOOL & SCHOOL TRUST

PO BOX 445

HERSHEY,PA17033
23-1353340 		SCHOOL PA 501 (c)(3) 2 NA
 
 
No
(2) THE WILLIAM E DEARDEN ALUMNI CAMPUS INC

PO BOX 830

HERSHEY,PA17033
20-2579678 		SVCS TO ALUM PA 501 (c)(3) 7 NA
 
 
No
(3) HERSHEY CEMETERY COMPANY

PO BOX 445

HERSHEY,PA17033
23-1973529 		CEMETERY PA 501(c)(13)   NA
 
 
No








For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 2
Part III
Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)
(a)
Name, address, and EIN of
related organization



 		(b)
Primary activity




 		(c)
Legal
domicile
(state or foreign
country)


 		(d)
Direct controlling
entity



 		(e)
Predominant income(related, unrelated, excluded from tax under sections 512-514)

(f)
Share of total income




 		(g)
Share of end-of-year
assets



 		(h)
Disproprtionate allocations?




 		(i)
Code V—UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



 		(k)
Percentage
ownership
Yes No Yes No












Part IV
Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)
(a)
Name, address, and EIN of
related organization
 		(b)
Primary activity
 		(c)
Legal
domicile
(state or foreign
country)
 		(d)
Direct controlling
entity
 		(e)
Type of entity
(C corp, S corp,
or trust) 		(f)
Share of total income
 		(g)
Share of end-of-year
assets
 		(h)
Percentage
ownership
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) HERSHEY TRUST COMPANY

PO BOX 445
HERSHEY,PA17033
23-0692150 		STATE TRUST C PA na
  		C CORP          
(2) HERSHEY ENTERTAINMENT RESORTS CO

27 WEST CHOCOLATE AVENUE
HERSHEY,PA17033
23-0691815 		ENTERTAINMENT PA na
  		C CORP          
(3) THE HERSHEY COMPANY

100 CRYSTAL A DRIVE
HERSHEY,PA17033
23-0691590 		CONFECTIONERY PA na
  		C CORP          








Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 3
Part V
Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)
Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.
Yes
No
1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?
a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .
1a
 
No
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
 
No
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
Yes
 
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
 
No
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
 
No
f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
 
No
g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
No
h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
No
i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1k
Yes
 
l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
 
No
m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1m
Yes
 
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1n
Yes
 
o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
Yes
 
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
 
No
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
Yes
 
r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
 
No
s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1s
Yes
 
2
If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.
(a)
Name of other organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved





Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 4
Part VI
Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)
Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.
(a)
Name, address, and EIN of entity 		(b)
Primary activity 		(c)
Legal domicile
(state or foreign
country) 		(d)
Predominant income (related, unrelated, excluded from tax under section 512-514)

(e)
Are all partners
section
501(c)(3)
organizations? 		(f)
Share of total income




 		(g)
Share of
end-of-year
assets 		(h)
Disproprtionate allocations? 		(i)
Code V—UBI
amount in box 20
of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 5
Part VII
Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule R (see instructions).
Identifier Return Reference Explanation
PART V, LINE 2, TRANSACTIONS WITH RELATED ORGANIZATIONS SUPPLEMENTAL INFORMATION No disclosures are required for Schedule R, Part V, Line 2 because the M.S. Hershey Foundation does not control any other related organization.

Additional Data


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