EQUITY AND NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Equity and Noncontrolling Interests

EQUITY AND NONCONTROLLING INTERESTS

We had 1,055,000,000 authorized shares of capital stock as of December 31, 2016. Of this total, 900,000,000 shares were designated as Common Stock, 150,000,000 shares were designated as Class B Stock and 5,000,000 shares were designated as Preferred Stock. Each class has a par value of one dollar per share.

Changes in the outstanding shares of Common Stock for the past three years were as follows:

For the years ended December 31,	2016		2015		2014
Shares issued	359,901,744		359,901,744		359,901,744
Treasury shares at beginning of year	(143,124,384	)	(138,856,786	)	(136,007,023	)
Stock repurchases:
Repurchase programs	(4,640,964	)	(4,209,112	)	(2,135,268	)
Stock-based compensation programs	(1,820,766	)	(1,776,838	)	(3,676,513	)
Stock issuances:
Stock-based compensation programs	1,944,105		1,718,352		2,962,018
Treasury shares at end of year	(147,642,009	)	(143,124,384	)	(138,856,786	)
Net shares outstanding at end of year	212,259,735		216,777,360		221,044,958

Holders of the Common Stock and the Class B Stock generally vote together without regard to class on matters submitted to stockholders, including the election of directors. The holders of Common Stock have 1 vote per share and the holders of Class B Stock have 10 votes per share. However, the Common Stock holders, voting separately as a class, are entitled to elect one-sixth of the Board. With respect to dividend rights, the Common Stock holders are entitled to cash dividends 10% higher than those declared and paid on the Class B Stock.

Class B Stock can be converted into Common Stock on a share-for-share basis at any time. During 2016 and 2015, noshares of Class B Stock were converted into Common Stock. During 2014, 440 shares were converted.

Hershey Trust Company

Hershey Trust Company, as trustee for the benefit of Milton Hershey School and as direct owner of investment shares, held 12,903,021 shares of our Common Stock as of December 31, 2016. As trustee for the benefit of Milton Hershey School, Hershey Trust Company held 60,612,012 shares of the Class B Stock as of December 31, 2016, and was entitled to cast approximately 80% of all of the votes entitled to be cast on matters requiring the vote of both classes of our common stock voting together. Hershey Trust Company, as trustee for the benefit of Milton Hershey School, or any successor trustee, or Milton Hershey School, as appropriate, must approve any issuance of shares of Common Stock or other action that would result in it not continuing to have voting control of our Company.

Noncontrolling Interests in Subsidiaries

We currently own a 50% controlling interest in Lotte Shanghai Foods Co., Ltd. (“LSFC”), a joint venture established in 2007 in China for the purpose of manufacturing and selling product to the venture partners.

A roll-forward showing the 2016 activity relating to the noncontrolling interest follows:

	Noncontrolling Interests
Balance, December 31, 2015	$	49,465
Net loss attributable to noncontrolling interests (1)	(3,970		)
Other comprehensive loss - foreign currency translation adjustments	(3,664		)
Balance, December 31, 2016	$	41,831

(1) Amounts are not considered significant and are presented within selling, marketing and administrative expenses.