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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 2019
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to
Commission file number 1-11657
________________________________________
TUPPERWARE BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
36-4062333
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
14901 South Orange Blossom Trail,
Orlando
Florida
(Address of principal executive offices)
32837
(Zip Code)
Registrant's telephone number, including area code:
407 826-5050
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
(s)
Name of Each Exchange on Which
Registered
Common Stock, $0.01 par value
TUP
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
________________________________________
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated Filer ☒
Accelerated filer
Non-accelerated filer ☐
Smaller reporting company
Emerging growth company
☐
☐☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
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The aggregate market value of the voting and non-voting common equity held by non-affiliates on the New York Stock Exchange-Composite Transaction Listing on
June 28, 2019 (the last business day of the registrant's most recently completed second fiscal quarter) was $925,758,291. For the purposes of making this calculation only, the
registrant included all of its directors, executive officers and beneficial owners of more than ten percent of its common stock.
As of March 9, 2020, 48,931,022 shares of the common stock, $0.01 par value, of the registrant were outstanding.
Portions of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 20, 2020 are incorporated by reference into Part III of this Report.
Documents Incorporated by Reference:
Table of Contents
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
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Part I
Part II
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Performance Graph
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Item 5
Item 5a
Item 5c
Item 6
Item 7
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
Item 8
Item 9
Item 9A
Item 9B
Item 10
Item 11
Item 12
Item 13
Item 14
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Part III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Part IV
Item 15
Exhibits, Financial Statement Schedules
15 (a)(1) List of Financial Statements
15 (a)(2) List of Financial Statement Schedules
15 (a)(3) List of Exhibits
Item 16
Form 10-K Summary
Signatures
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Item 1.
Business.
(a) Description of Business
PART I
Tupperware Brands Corporation (“Registrant”, “Tupperware Brands” or the “Company”) is a global manufacturer and marketer of premium, innovative
products across multiple brands and categories through an independent sales force of 2.9 million. The Registrant is a worldwide company engaged in the
marketing, manufacture and sale of design-centric preparation, storage and serving solutions for the kitchen and home through the Tupperware® brand and beauty
products through the Avroy Shlain®, Fuller®, NaturCare®, Nutrimetics® and Nuvo® brands.
Each brand manufactures and/or markets a broad line of high quality products. The Company primarily uses a direct selling business model to distribute and
market products. Through personal connections, product demonstrations and understanding of community, the Company's sales force members have been selling
products to consumers for over 70 years.
The Registrant is a Delaware corporation that was organized on February 8, 1996 in connection with the corporate reorganization of Premark International,
Inc. (“Premark”).
(b) New York Stock Exchange-Required Disclosures
Corporate Governance. Investors can obtain access to periodic reports and corporate governance documents, including board committee charters, corporate
governance principles and codes of conduct and ethics for financial executives, and information regarding the Registrant's transfer agent and registrar through the
Registrant's website free of charge (as soon as reasonably practicable after reports are filed with the Securities and Exchange Commission (the “SEC”), in the case
of periodic reports) by going to www.tupperwarebrands.com, clicking on the “Investors” tab and searching under “Financial Information,” “Corporate
Governance” or “IR Resources.”
I. PRINCIPAL PRODUCTS
Tupperware. The core of the Tupperware brand product line consists of design-centric preparation, storage, and serving solutions for the kitchen and home.
The Company also has established lines of cookware, knives, microwave products, microfiber textiles, water-filtration related items and an array of products for
on-the-go consumers. The Company has continued to refresh its traditional kitchen and home products with updated designs and incremental technological
enhancements while evolving towards more lifestyle-oriented products. These lifestyle solutions are based on consumer insights from the Company's market and
product leaders around the globe.
Highlights from Tupperware in 2019 include:
•
Tupperware launched its “No Time to Waste” initiative focused on reducing waste through product innovation, packaging reduction, operational goals
and strategic partnerships.
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The Company introduced the Eco Straw, a durable, reusable straw intended to help consumers reduce their use of single-use straws and their
individual waste impact. The Eco Straw is the first Tupperware product made of ECO+ material, the Company's line of more sustainably sourced
materials. The Eco Straw is made from recycled plastic waste.
The Company expanded its Eco Bottle range with new colors and sizes in markets around the globe. One of the Company’s top revenue
generating products, the Eco Bottle range is a stylish and practical reusable solution consumers can use to reduce the use of single-use plastics
bottles.
The Company introduced the Coffee To Go Cup, an affordable, reusable solution to the disposable coffee cup.
•
Tupperware also expanded its line of products that meet the consumer needs of staying organized, living smarter and eating healthy, including:
◦
An entry into the electrical appliances category with a new high speed blender, introduced in China, that allows for quick, efficient and healthy
home cooking.
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The Aloha bowl range was expanded to include new sizes to meet the needs of consumers looking for bigger solutions for outdoor dining and
large gatherings.
The Universal Jar range was expanded to include additional sizes and accessories that allow for versatile uses from airtight, liquid storage to a
solution for dry, bulk storage.
The kitchen prep category was expanded to include a new handheld system that helps to whip egg whites, whipped cream and more, and a new
Horizontal Peeler Plus that allows for easier, quicker and more comfortable peeling.
An accessory for the MicroPro* Grill entered the market that turns the revolutionary product into a baking form, allowing for crispy desserts in
the microwave oven.
New drinking flasks with customizable sleeves were launched, allowing for decoration and merchandising opportunities.
The Company continues to focus on the longstanding history of design and innovation by introducing new, sustainable materials to product lines;
revolutionary innovations with a focus on sleek and functional design; and a refined product strategy on helping consumers reduce food waste and single-use
plastic waste.
Further to the Company’s commitment to innovation, since 2018, Tupperware has continued to work with NASA and Techshot, Inc. on a revolutionary new
product that will help astronauts to germinate, grow and harvest fresh fruits and vegetables in space.
Beauty. Under the Tupperware Brands portfolio of businesses, the Company manufactures and distributes skin and hair care products, cosmetics, bath and
body care, toiletries, fragrances, jewelry and nutritional products. In 2019, Fuller Mexico (“Fuller”) launched a top selling fragrance to commemorate Hello Kitty's
fifth anniversary. The Nutrimetics* brand portfolio also added multiple new fragrances, the extension of the Nutrimetics Nutri-Rich* line with exfoliating hand
cream and a body moisturizing gel, the re-launch of Crème lip pencils and Silk Crème lipstick range with an upgraded formula at a lower cost, the expansion of the
Ultra-Care+ range and the launch of IRYNA*, a new 96 percent natural ingredient, vegan skin care brand. Tupperware Brands Brazil entered the facial skin care
category with the Nutrimetics Restore line. Tupperware Philippines, added new versions of the top women’s fragrance, Ivana*, and launched a cosmetics line for
young adults, CF Color Fun* and two new skin care lines - Face RX, a vitamin C powered serum, and Vita Clear*, a salicylic acid based anti-acne system. Finally,
Avroy Shlain launched its first unisex fragrance, #We Are Us and added a new entry level skin care range, Avroy Pure Face.
(Words followed by * are registered or unregistered trademarks of the Registrant.)
II. MARKETS AND DISTRIBUTION OF PRODUCTS
The Company has sales operations in about 80 countries or territories and operates its business under four reportable segments in four broad geographic
regions: (1) Europe (Europe, Africa and the Middle East), (2) Asia Pacific, (3) North America and (4) South America. See Note 16 to the Consolidated Financial
Statements in Part II, Item 8 of this Report for further details regarding segments and geographic areas.
Tupperware Brands' products are sold around the world under six brands: Tupperware, Avroy Shlain, Fuller, NaturCare, Nutrimetics and Nuvo. For the past
five fiscal years, 91 to 93 percent of total revenues from the sale of Tupperware Brands' products have been in international markets.
Sales are to the ultimate customer principally through a combination of direct selling and marketing by 2.9 million independent sales force members with
approximately 550,000 active at any designated point in time. Products are primarily sold directly to distributors, directors, managers and dealers ( the “sales
force”) throughout the world. Sales force members purchase products at a discount from the Company and then sell them to their customers. Sales methods can
differ based on the market.
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A significant portion of the Company's business is operated through distributors, many of whom stock inventory and fulfill orders of the sales force that are
generally placed after orders have been received from end consumers. Sales force host parties, perform demonstrations and/or connect with a consumer through a
catalog, brochure, or online via social media or a website. In a stocking model, the distributor orders product, stocks it in a warehouse and picks, packs and ships it
to the sales force for distribution to the end consumer. In a non-stocking model, the distributor’s focus is on increasing the sales force size with the Company
managing the stocking and distribution of inventory. Discounts to the distributor are adjusted depending on the level of service provided. Where distributorships
are granted, they have the right to market the Company's products and to utilize Tupperware Brands' trademarks, subject to certain limitations. The vast majority of
the sales force members are independent contractors and not employees of the Company. In certain limited circumstances, the Company has acquired ownership of
distributorships for a period of time until an independent distributor can be installed in order to maintain market presence.
Some business units utilize a campaign merchandising system, whereby sales force members sell through brochures generated every two or three weeks, to
their friends, neighbors and relatives. The brochures highlight new products and specially-priced items for each sales campaign and allow the sales force to connect
one-on-one with the consumer. Generally, the sales force forwards an order to a designated Tupperware distribution center where the product is packaged and
shipped to the sales force for delivery to the consumer.
The Company also uses retail stores, owned by independent sales force members, in certain markets, most predominantly in China. These physical locations
provide an entrepreneurial opportunity for owners to connect with consumers to demonstrate and sell products while also creating visibility and reinforcing
Tupperware’s image with consumers. As of December 28, 2019, China had over 6,300 store locations with approximately 150 additional stores located in other
parts of the world.
In 2019, the Company continued to sell directly, and/or through its sales force, to end consumers via the Internet. Tupperware provides its sales force with
various digital tools to connect with consumers directly through social media and personalized web pages. The Company also offers digital training, in addition to
in-person meetings, for sales force development. Tupperware has consumer direct websites in Brazil, Mexico, and the United States.
The Company also entered into a limited number of business-to-business transactions, in which it sells products to a partner company. Sales through the
Internet to end consumers and business-to-business transactions do not constitute a significant portion of the Company's sales.
In addition to the introduction of new products and development of new geographic markets, a key element of the Company's strategy is expanding its
business by increasing the size of its sales force. Under this system, distributors, directors, team leaders and managers, add, train, and motivate a large number of
sales force members, while continuing to sell products. Tupperware provides support through programs, such as sales promotions, sales and training aids, and
motivational conferences. In addition, to support its sales force, the Company utilizes catalogs, television and magazine advertising, as well as various social media
channels, which help to increase its sales levels with hard-to-reach customers and generate leads for new sales force members.
As of December 28, 2019, the Company's distribution system had approximately 2,000 distributors, 113,200 managers (including directors and team leaders)
and 2.9 million sales force members worldwide.
III. COMPETITION
There are many competitors to Tupperware Brands' businesses both domestically and internationally. The principal bases of competition generally are
marketing, price, quality and innovation of products, as well as competition with other companies for independent sales force. Due to the nature of the direct
selling industry, it is critical that the Company provides a compelling earnings opportunity for the sales force, along with developing new and innovative products.
The Company maintains its competitive position, in part, through the use of strong incentives and promotional programs.
Through its Tupperware® brand, the Company competes in the food storage, serving and preparation, containers, toys and gifts categories. Through its beauty
and personal care brands, the Company also competes in the skin care, cosmetics, toiletries, fragrances and nutritionals categories. The Company works to
differentiate itself from its competitors through its brand names, product innovation, quality, value-added services, celebrity endorsements, technological
sophistication, new product introductions and its channel of distribution, including the training, motivation and compensation arrangements for its independent
sales forces.
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IV. EMPLOYEES
At December 28, 2019, the Registrant employed approximately 11,300 people, of whom approximately 600 are based in the United States.
V. RAW MATERIALS
Many of the products manufactured by and for the Company require plastic resins that meet its specifications. These resins are purchased through various
arrangements with a number of large chemical companies located in many of the Company's markets. As a result, the Company has not experienced difficulties in
obtaining adequate supplies. Research and development relating to resins used in Tupperware® brand products is performed by both the Company and its suppliers.
Materials used in the Company's skin care, cosmetic and bath and body care products consist primarily of readily available ingredients, containers and
packaging materials. Such raw materials and components used in goods manufactured and assembled by the Company and through outsource arrangements are
available from a number of sources. To date, the Company has been able to secure an adequate supply of raw materials for its products, and it endeavors to
maintain relationships with backup suppliers in an effort to ensure that no interruptions occur in its operations.
VI. TRADEMARKS AND PATENTS
Tupperware Brands considers its trademarks and patents to be of material importance to its business; however, except for the Tupperware® trademark,
Tupperware Brands is not dependent upon any single patent or trademark, or group of patents or trademarks. The Tupperware® trademark, as well as its other
trademarks, is registered on a country-by-country basis. The current duration for such registration ranges from five years to ten years; however, each such
registration may be renewed an unlimited number of times. The patents used in Tupperware Brands' business are registered and maintained on a country-by-
country basis, with a variety of durations. Tupperware Brands has followed the practice of applying for design and utility patents with respect to most of its
significant patentable developments.
VII. ENVIRONMENTAL LAWS
Compliance with federal, state and local environmental protection laws has not had in the past, and is not expected to have in the future, a material effect upon
the Registrant's capital expenditures, liquidity, earnings or competitive position.
VIII. OTHER
Sales do not vary significantly on a quarterly basis but are impacted by holiday schedules, vacations by dealers, as well as promotional activities during these
periods, which vary by market.
Generally, there are no working capital practices or backlog conditions which are material to an understanding of the Registrant's business, although the
Company does seek to minimize its net working capital position at the end of each fiscal year and normally generates a significant portion of its annual cash flow
from operating activities in its fourth quarter. The Registrant's business is not dependent on a small number of customers, nor is any of its business subject to
renegotiation of profits or termination of contracts or subcontracts at the election of the United States government.
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IX. INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following is a list of the names and ages of all executive officers of the Registrant, indicating all positions and offices held by each such person with the
Registrant, and each such person's principal occupations or employment during the past five years. Each such person has been elected to serve until the next annual
election of officers of the Registrant (expected to occur on May 20, 2020).
Name and Age
Stein Ove Fenne, age 47
Lillian D. Garcia, age 63
Asha Gupta, age 48
Cassandra Harris, age 47
Justin Hewett, age 48
Christopher D. O'Leary, age 60
Madeline Otero, age 44
Karen M. Sheehan, age 46
William J. Wright, age 57
Positions and Offices Held and Principal Occupations of Employment- During Past Five Years
Group President, Tupperware Europe, Africa & Middle East (TEAM) since July 2018. Previously Senior Vice
President & President, Tupperware U.S. & Canada since October 2016, after serving as President, U.S. &
Canada since July 2012.
Executive Vice President and Chief Talent & Engagement Officer, formerly known as Executive Vice
President & Chief Human Resources Officer, since January 2013.
Executive Vice President and Chief Strategy and Marketing Officer since August 2018, after serving as Group
President, Asia Pacific since January 2014.
Executive Vice President and Chief Financial Officer since April 2019. Prior thereto, Ms. Harris served as Vice
President and Chief Information Officer of VF Corporation, a global company with a diverse portfolio of iconic
lifestyle brands, since 2017, after serving in positions of increasing responsibility, including Vice President and
Chief Financial Officer, Global Retail, Supply Chain, and Shared Services from 2016 to 2017, Vice President
and Chief Financial Officer, Global Supply Chain from 2009 to 2016, and Chief Financial Officer, Asia/India
Brands in 2015.
Group President, Asia Pacific since August 2018. Previously Area Vice President with portfolio responsibility
in the Company’s Europe, Africa and Middle East group since January 2016, and Area Vice President, Total
Africa since September 2014.
Interim Chief Executive Officer since November 2019 and as Director on the Board of Tupperware Brands
Corporation since January 2019. He also serves as Partner, Twin Ridge Capital Management, a private
investment firm, since September 2018. Mr. O’Leary is the former Executive Vice President and Chief
Operating Officer, International for General Mills, Inc., a publicly traded food company, from 2006 to 2016,
after serving in various positions of increasing responsibility since 1997. He currently serves on the boards of
Telephone and Data Systems, Inc. and CARE, Inc. Within the last 5 years, he previously served on the board of
Newell Rubbermaid, Inc.
Vice President and Controller since November 2018, after serving as Vice President, Internal Audit and
Enterprise Risk Management since November 2015, and as Vice President and Chief Financial Officer of the
Beauticontrol business since January 2011.
Executive Vice President, Chief Legal Officer & Secretary since January 2018, after serving as Senior Vice
President, General Counsel & Secretary since January 2017, and as Vice President & Deputy General Counsel
since December 2014.
Executive Vice President, Product Innovation and Supply Chain since February 2017, after serving as
Executive Vice President, Supply Chain Worldwide since October 2015 and Senior Vice President, Global
Supply Chain since October 2014.
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Item 1A. Risk Factors.
There are inherent risks and uncertainties associated with the Company that could adversely affect its business, financial condition or results of operations.
Set forth below are descriptions of those risks and uncertainties that the Company currently believes to be material, but the risks and uncertainties described below
are not the only ones that could adversely affect the Company. Other events that the Company does not currently anticipate or that the Company currently deems
immaterial also may affect its business, financial condition or results of operations. Before making an investment in the Company’s securities, investors should
carefully consider the risk factors discussed below, together with the other information in this Report, including the section entitled “Forward-Looking
Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other reports and materials filed by the
Company with the SEC.
Operational Risk
Operational risk generally refers to the risk of loss resulting from the Company’s operations, including those operations performed for the Company by third
parties. This would include but is not limited to the risk of fraud by employees or persons outside the Company, the execution of unauthorized transactions by
employees or others, errors relating to transaction processing, breaches of the internal control system and compliance requirements, and unplanned interruptions in
service. Certain of these types of activities were identified in the course of the Company’s review of the Fuller Mexico business.
The risk of operational loss also includes the potential legal or regulatory actions that could arise as a result of an operational deficiency, or as a result of
noncompliance with applicable regulatory standards. The Company must comply with a number of legal and regulatory requirements, including those under the
Sarbanes-Oxley Act of 2002, as amended.
The Company maintains systems of internal controls that provide management with timely and accurate information about the Company’s operations. These
systems have been designed to manage operational risk at appropriate levels given the Company’s financial strength, the environment in which it operates, and
considering factors such as competition and regulation. The Company has also established procedures that are designed to ensure that policies relating to conduct,
ethics, and business practices are followed on a uniform basis. While there can be no assurance that the Company will not suffer losses in the future due to
operational errors that the Company discovers, management continually monitors and works to improve its internal controls, systems, and corporate-wide
processes and procedures.
In February 2020, the Company, with the help of external legal and accounting resources, conducted an investigation into its Fuller Mexico business primarily
regarding the accounting for accounts payable and accrued liabilities. The financial impact of this matter is discussed more fully in “Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations - Segment Results - North America.”. While the Company believes that it has resolved
this matter, there can be no assurances that similar issues will not be identified in the future.
Sales Force Factors
The Company is largely dependent upon the independent sales organizations and individuals to reach end consumers, and any significant disruption of this
distribution network would have a negative financial impact on the Company and its ability to generate sales, earnings and operating cash flows. The Company’s
distribution system depends upon successful addition, activation and retention of a large force of independent sales personnel. The addition, retention and
activation of sales force members is dependent upon the competitive environment among other companies who also use this channel of distribution and upon the
general labor market, unemployment levels, general economic conditions, demographic and cultural changes in the workforce and the level of penetration of the
Company's sales force in the geographies in which it operates as well as the introduction of new products. The Company also competes for sales force members
with other companies in various channels where an individual can move seamlessly from one opportunity to the next due to the relative low cost of entry, no
requirement to attract, build and train new team members, and has use of sophisticated platforms that drive traffic, place orders, and delivers.
The Company’s sales are directly tied to the activity levels of its sales force, which is in large part a temporary working activity for many sales force members.
Activity levels may be affected by the degree to which a market is penetrated by the presence of the Company’s sales force, the amount of average sales per order,
the amount of sales per sales force member, the mix of high-margin and low-margin products sold at group demonstrations and elsewhere, and the activities and
actions of the Company’s product line and channel competitors. The Company’s sales force members may be affected by initiatives undertaken by the Company to
grow its revenue base or change its cost base which may lead to the inaccurate perception that the independent sales force system is at risk of being phased out or
the Company intends to exit markets.
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Consumer Demand
The Company's business is subject to changes in consumer trends and demands such as the types of products the Company offers, the ease of finding and
ordering the product, and the speed at which the products can be delivered. The Company's ability to accurately predict and respond to these changes could impact
the Company's financial results. The Company currently has less than one percent of its revenue derived from channels other than direct selling. The reliance on
this dominant channel in an environment where the consumer expects a frictionless experience could impact the Company's business.
International Operations
The Company is subject to risks of doing business internationally. The Company has derived for a number of years, over 90 percent of its net sales from
operations outside the United States. An economic slowdown in any of the countries where the Company operates, particularly in Brazil and China, could
materially affect the Company's revenues and operating results. Although these operations are geographically dispersed, which partially mitigates the risks
associated with operating in particular countries, the Company is subject to the usual risks associated with international operations. Among others, these risks
include local political and economic environments, adverse new tax regulations, potentially burdensome privacy protocols, including the EU General Data
Protection Regulation, and relations between the United States and foreign governments. In addition, some of the international jurisdictions in which the Company
operates have a different, or less developed, legal system that lacks transparency in certain respects relative to that of the United States, and can accord local
government authorities a higher degree of control and discretion over business than is customary in the United States.
Movement in exchange rates has had and may continue to have a significant impact on the Company’s earnings, cash flows and financial position. The
Company’s most significant exposures are to the Brazilian real, Chinese renminbi, Euro, Indonesian rupiah, Malaysian ringgit, Mexican peso and South African
rand. In 2019 the Company generated at least $100 million of sales in Brazil, China, Fuller Mexico, Tupperware Mexico and the United States and Canada. Of
these units, sales by Brazil and China exceeded $200 million. Although the Company's currency risk is partially mitigated by the natural hedge arising from its
local product sourcing in many markets, a strengthening U.S. dollar generally has a negative impact on the Company. In response to this fact, the Company
continues to implement foreign currency hedging and risk management strategies to reduce the exposure to fluctuations in earnings associated with changes in
foreign currency exchange rates. The Company generally does not seek to hedge the impact of currency fluctuations on the translated value of the sales, profit or
cash flow generated by its operations. Some of the hedging strategies implemented have a positive or negative impact on cash flows as foreign currencies fluctuate
versus the U.S. dollar. There can be no assurance that foreign currency fluctuations and related hedging activities will not have a material adverse impact on the
Company’s results of operations, cash flows and/or financial condition.
Another risk associated with the Company’s international operations is restrictions foreign governments may impose on currency remittances. Due to the
possibility of government restrictions on transfers of cash out of countries and control of exchange rates and currency convertibility, the Company may not be able
to immediately access its cash at the exchange rate used to translate its financial statements. As of the end of 2019, this was a particular issue in China.
See Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations for further discussion regarding this risk.
Legal and Regulatory Issues
The Company's business may also be affected by actions of domestic and foreign governments to restrict the activities of direct selling companies for various
reasons, including a limitation on the ability of direct selling companies to operate without the involvement of a traditional retail channel. Foreign governments
may also introduce other forms of protectionist legislation, such as limitations or requirements on where the products can or must be produced or requirements that
non-domestic companies doing or seeking to do business place a certain percentage of ownership of legal entities in the hands of local nationals to protect the
commercial interests of its citizens. Customs laws, tariffs, import duties, export and import quotas and restrictions on repatriation of foreign earnings and/or other
methods of accessing cash generated internationally, may negatively affect the Company's local or corporate operations. Governments may seek either to impose
taxes on independent sales force members, to classify independent sales force members as employees of direct selling companies with whom they may be
associated, triggering employment-related taxes on the Company's sales force and/or the direct selling companies, or to impose registration requirements that could
impact prospects' willingness to join the sales force. Some governments prohibit or impose limitations on the requirement to purchase demonstration products upon
joining a direct selling business and/or the types of activities for which sales force can be compensated. The U.S. government may impose restrictions on the
Company's ability to engage in business in other countries in connection with the foreign policy of the United States.
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Financial Covenants, Liquidity and Existing Debt
The Company must meet certain financial covenants as defined in the applicable agreements to borrow under its credit facilities. In the event the Company
fails to comply with any of the covenants or to meet its payment obligations, it could lead to an event of default which, if not cured or waived, could result in the
acceleration of outstanding debt obligations. The Company may not have sufficient working capital or liquidity to satisfy its debt obligations in the event of an
acceleration of all or a portion of its outstanding obligations. If the Company’s cash flows and capital resources are insufficient to fund its debt service obligations,
it may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance its indebtedness. The
Company’s ability to restructure or refinance its debt will depend on market conditions and the Company’s financial performance at such time. Any refinancing, if
at all, of the Company’s debt could be at higher interest rates and may require the Company to comply with more covenants, which could further restrict its
business operations. The terms of existing or future debt instruments may restrict the Company from adopting some of these alternatives.
In the third quarter of 2019, Standard and Poor’s Financial Services, Inc. ("S&P") downgraded the Company’s credit rating from BBB- to BB+. This
downgrade did not have an impact on the Amended and Restated Credit Agreement dated as of March 29, 2019 (as so amended, the “Credit Agreement”) due to
the Credit Agreement defining a Non-Investment Grade Ratings Event, which at the time was the threshold for any additional guarantee and collateral
requirements, as a Moody’s rating of Ba2 or lower or an S&P rating of BB or lower. Additionally, there were no changes in the status level for the applicable
margins as stated in the Credit Agreement Pricing Schedule 1.01, due to the Company’s consolidated leverage ratio on the last day of the quarter being less than or
equal to 2.00 to 1.00.
On February 26, 2020, S&P downgraded the Company’s credit rating from BB+ to B and placed all of its ratings on CreditWatch with negative implication.
On February 27, 2020 Moody’s downgraded the Company’s credit rating from Baa3 to B1. Although each downgrade exceeded the threshold for additional
guarantee and collateral requirements of the Credit Agreement, at the time of the downgrade the Company had already received the approvals it required from its
bank group for the amendment (the “Amendment”) of its Credit Agreement in order to provide relief regarding the financial covenant that requires the Company to
maintain a specified ratio of (i) Consolidated Funded Indebtedness to (ii) Consolidated EBITDA (the “Consolidated Leverage Ratio”). In addition, the Amendment
removed the requirement that a Non-Investment Grade Ratings Event must occur before the Company is required to cause the Additional Guarantee and Collateral
Requirement (as defined in the Credit Agreement) to be satisfied. As a result, the Company is required to cause certain of its domestic subsidiaries to become
guarantors on the Credit Agreement and the Company and certain of its domestic subsidiaries are required to pledge additional collateral. The Amendment to the
Credit Agreement was executed on February 28, 2020. The Credit Agreement and the Amendment are discussed more fully in “Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations - Financial Condition - Liquidity and Capital Resources” of this Report. If the Company is unable to
meet this modified Consolidated Leverage Ratio, or if the Company is unable to further modify it or other provisions of the Credit Agreement in the future, as may
be needed, the Company may be held in default, which could result in the termination of the revolving commitments under the Credit Agreement, the acceleration
of the obligations under the Credit Agreement, and possibly other debt obligations under other agreements with cross default provisions, pursuit of certain remedies
relating to the collateral securing the obligations under Credit Agreement, and the pursuit of other remedies, all of which could have a material adverse effect on
the Company.
The Company has outstanding approximately $600 million aggregate principal amount of 4.75% senior notes (the “Senior Notes”). The Senior Notes become
due on June 1, 2021. The Notes were issued under an indenture (the “Indenture”) between the Company and its 100 percent subsidiary, Dart Industries Inc. (the
“Guarantor”) and Wells Fargo Bank, N.A., as trustee. As security for its obligations under the guarantee of the Senior Notes, the Guarantor has granted a security
interest in certain “Tupperware” trademarks and service marks. As security for its obligations under the guarantee of the Credit Agreement, the Guarantor has
granted a security interest in those certain “Tupperware” trademarks and service marks, as well. The Indenture includes, among others, covenants that limit the
ability of the Company to raise indebtedness or equity capital under certain circumstances. See Note 8 to the Consolidated Financial Statements in Part II, Item 8 of
this Report for further details regarding the Senior Notes.
Whether the Company will be able to repay or refinance the Senior Notes will depend on market conditions and the Company’s financial performance at the
time. Any refinancing, if at all, of the Senior Notes could be at a higher interest rate and may require the Company to comply with more covenants, which could
further restrict the Company's business operations. If the Company is unable to repay or refinance the Senior Notes, the holders of the Seniors Notes may pursue
certain remedies relating to the collateral securing the guaranty of the Senior Notes or pursue other remedies, in each case in accordance with the Indenture and the
documents relating to such collateral, all of which could have a material adverse effect on the Company.
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Product Safety
Certain of the materials used in the Company’s product lines may give rise to concerns of consumers based upon scientific theories which are espoused from
time to time, including the risk of certain materials leaching out of plastic containers used for their intended purposes or the ingredients used in cosmetics, personal
care or nutritional products causing harm to human health. This includes polycarbonate, which contains the chemical Bisphenol A, and polyethersulfone, which
contains the chemical Bisphenol S. It is the Company’s policy to market products in each of its business units containing only those materials or ingredients that
are approved by relevant regulatory authorities for contact with food or skin or for ingestion by consumers, as applicable.
Senior Leadership Team; Management Succession; Change in CEO
The Company’s success depends in part on the efforts and abilities of qualified personnel at all levels, including its senior management team and other key
employees. Their motivation, skills, experience, contacts and industry knowledge significantly benefit the Company’s operations and administration. The failure to
attract, motivate and retain members of the senior management team could have an adverse effect on the Company’s results of operations, cash flows and financial
condition. Since 2018, the composition of the Company’s senior management has changed substantially. On March 12, 2020, the Company announced that Miguel
Fernandez would become the Company’s President and Chief Executive Officer, effective April 6, 2020. Mr. Fernandez replaces the Company's interim Chief
Executive Officer, Christopher O’Leary, who will remain a director. On March 12, 2020, the Company also announced that Richard Goudis would become the
Company’s Executive Vice Chairman, effective March 12, 2020. Any significant leadership change or senior management transition involves inherent risk and any
failure to ensure a smooth transition could hinder the Company’s strategic planning, execution and future performance. A change in the senior management team
may create uncertainty among investors, employees and others concerning the Company’s future direction and performance. Any disruption in the Company’s
operations or uncertainty could have an adverse effect on its business, financial condition or results of operations.
Technology and Cyber-Security
The Company relies extensively on information technology systems to conduct its business, some of which are managed by third-party service providers.
These systems include, but are not limited to, programs and processes relating to internal communications and communications with other parties, ordering and
managing materials from suppliers, converting materials to finished products, receiving orders and shipping product to customers, billing customers and receiving
and applying payments, processing transactions, summarizing and reporting results of operations, complying with regulatory, legal or tax requirements, collecting
and storing certain customer, employee, investor, and other stakeholder information and personal data, and other processes necessary to manage the Company’s
business. Current and increased information technology security threats, and current and more sophisticated computer crime, including advanced persistent threats,
pose a potential risk to the security of the information technology systems, networks, and services of the Company, its customers and other business partners, as
well as the confidentiality, availability, and integrity of the data of the Company, its customers and other business partners. As a result, the Company’s information
technology systems, networks or service providers could be damaged or cease to function properly or the Company could suffer a loss or disclosure of business,
personal or stakeholder information, due to any number of causes, including catastrophic events, power outages and security breaches. Although the Company has
business continuity plans in place, if these plans do not provide effective alternative processes on a timely basis, the Company may suffer interruptions in its ability
to manage or conduct its operations, which may adversely affect its business. The Company may need to expend additional resources in the future to continue to
protect against, or to address problems caused by, any business interruptions or data security breaches. Any business interruptions or data security breaches,
including cyber-security breaches resulting in private data disclosure, could result in lawsuits or regulatory proceedings, damage the Company’s reputation or
adversely impact the Company’s results of operations, cash flows and financial condition. While the Company maintains insurance coverage that could cover some
of these types of issues, the coverage has limitations and includes deductibles such that it may not be adequate to offset losses incurred.
The Company could also be adversely affected by system or network disruptions if new or upgraded information technology systems or software are defective,
not installed properly or not properly integrated into its operations. Various measures have been implemented to manage the risks related to the implementation
and modification of hardware and software, but any significant disruption or deficiency in the design and implementation of new or upgraded information
technology systems or software could have a material adverse effect on the Company’s business, financial position and results of operations and could, if not
successfully implemented, adversely impact the effectiveness of internal controls over financial reporting. The Company is continuing to upgrade its systems on a
worldwide basis.
9
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General Business Factors
The Company’s business can be affected by a wide range of factors that affect other businesses. Weather, natural disasters, strikes, epidemics/pandemics,
political instability, terrorist activity, public scrutiny of the direct selling channel, and changing attitudes regarding plastic products may have a significant impact
on the willingness or ability of consumers to attend parties or otherwise purchase the Company’s products. The supply and cost of raw materials, particularly
petroleum and natural gas-based resins, may have an impact on the availability or cost of the Company’s plastic products. The Company is also subject to frequent
product counterfeiting and other intellectual property infringement, which may be difficult to police and prevent, depending upon the ability to identify infringers
and the availability and/or enforceability of intellectual property rights. Other risks, as discussed under the sub-heading “Forward-Looking Statements” contained
in Part II, Item 7A of this Report, can be relevant to performance as well.
Global Growth Strategy Initiatives
In January 2019, the Company announced an acceleration of investment in its Global Growth Strategy initiatives. Since the inception of the 2019 program, a
reassessment of costs and priorities has occurred with a shift from a segment to a global focus with increased emphasis on procurement, sourcing and
organizational realignment. The Company expects to invest approximately $50 million through 2021. The areas of strategic focus are driving innovation across
products, sales force and consumer experiences; extending access to make it easier for sales force and consumers to connect; deploying technology to drive sales
force engagement and consumer connections; contemporizing the service model to allow the sales force to focus on driving revenue; and simplifying and
streamlining structures to create a more aligned and integrated organization. Once implemented, the transformation initiatives are expected to enable annual local
currency sales growth and to generate about $100 million in annualized savings.
As the Company works to complete the transformation initiatives, it may not realize anticipated savings or benefits from one or more of the various
restructuring and cost-savings programs undertaken as part of these efforts in full or in part or within the time periods expected. It also may not realize the increase
in sales intended to be enabled by the initiatives. The Company's ability to improve its operating results depends upon a significant number of factors, some of
which are beyond its control. Other events and circumstances, such as financial and strategic difficulties and delays or unexpected costs, including the impact of
foreign currency and inflationary pressures, may occur which could result in not realizing targets or in offsetting the financial benefits of reaching those targets.
Reaching those targets may also depend on the level of acceptance by the Company's sales force of its compensation initiatives. If the Company is unable to realize
the anticipated savings or benefits, or otherwise fails to invest in the growth initiatives, the business may be adversely affected. In addition, any plans to invest
these savings and benefits ahead of future growth means that such costs will be incurred whether or not these savings and benefits are realized. The Company is
also subject to the risks of labor unrest, negative publicity and business disruption in connection with these initiatives, and the failure to realize anticipated savings
or benefits from such initiatives could have a material adverse effect on business, prospects, financial condition, liquidity, results of operations and cash flows.
Natural disasters and unusual weather conditions, pandemic outbreaks (including COVID-19), terrorist acts, global political events and other serious
catastrophic events
These types of events could disrupt business and otherwise materially adversely affect business and financial condition. With operations in many states and
multiple foreign countries, the Company is subject to numerous risks outside of its control, including risks arising from natural disasters, such as fires, earthquakes,
hurricanes, floods, tornadoes, unusual weather conditions, pandemic outbreaks and other global health emergencies, terrorist acts or disruptive global political
events, or similar disruptions that could materially adversely affect business and financial performance.
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Any public health emergencies, including a real or potential global pandemic such as those caused by the avian flu, SARS, Ebola, coronavirus, or even a
particularly virulent flu, could decrease demand for the Company's products and ability to offer them through parties held by the sales force. The recent outbreak in
China of the Coronavirus Disease 2019 (“COVID-19”), which has been declared by the World Health Organization to be a “pandemic,” has spread to many
countries and is impacting worldwide economic activity. A public health epidemic, including COVID-19, poses the risk that the Company or its employees,
contractors, suppliers, sales force, consumers, and other business partners may be prevented from conducting business activities for an indefinite period of time,
including due to shutdowns that may be requested or mandated by governmental authorities. Currently, the greatest impact of COVID-19 is in China and Asia
Pacific, where there are currently highest recorded cases. The Company has a manufacturing facility and generated over $200 million in sales in China in 2019.
COVID-19 may impact other geographic areas in which the Company has operations. The Company's top priority is to protect its employees and their families, the
sales force and consumers, and its operations from any adverse impacts. The Company is taking precautionary measures as directed by health authorities and the
local government. COVID-19 has and may continue to have an impact on ports and trade into and out of China and Hong Kong, as well as travel in the region and
globally. Given the interconnectivity of global supply chain and global economy, and the possible rate of future global transmission, the impact of COVID-19 may
extend beyond the areas which are currently known to be impacted. While it is not possible at this time to estimate the impact COVID-19 could have on the
Company's business, the continued spread of COVID-19 and the measures taken by the governments of countries affected could disrupt the supply chain, the
manufacture or shipment of our products, our sales force, and adversely impact our business, financial condition, or results of operations.
Uncharacteristic or significant weather conditions can affect travel and the ability of businesses to remain open, which could lead to decreased ability for sales
force to connect with customers and materially adversely affect short-term results of operations. Although it is not possible to predict such events or their
consequences, these events could materially adversely affect the Company's reputation, business and financial condition.
Stock Price Volatility; Risk of Delisting
The market price of the Company's common stock can be volatile. The Company's common stock is currently listed on the New York Stock Exchange
(“NYSE”). If the Company does not maintain an average closing price of $1.00 or more over any consecutive 30 trading-day period, the NYSE may initiate
proceedings to delist the Company's common stock for failure to maintain compliance with the NYSE price criteria listing standards. A delisting of the Company's
Common Stock could result in a reduction in its liquidity and market price.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The principal executive office of the Registrant is owned by the Registrant and is located in Orlando, Florida. The Registrant owns and maintains significant
manufacturing and/or distribution facilities in Australia, Brazil, France, Greece, Indonesia, Korea, Mexico, New Zealand, Portugal, South Africa and the United
States, and leases manufacturing and distribution facilities in Belgium, China, Germany, India, Japan and Venezuela. The Registrant owns and maintains the
headquarters in India and leases the former Beauticontrol manufacturing and distribution facility in Texas. The Registrant is seeking to sub-lease the Beauticontrol
facility and is endeavoring to dispose of its manufacturing and distribution facility in Australia and in France.
The Registrant conducts a continuing program of new product design and development at its facilities in Australia, Belgium and Mexico. None of the owned
principal properties is subject to any encumbrance material to the consolidated operations of the Company. Notwithstanding the planned dispositions noted above,
the Registrant considers the condition and extent of utilization of its plants, warehouses and other properties to be good and the nature of the properties and the
capacity of its plants and warehouses generally to be adequate for its needs.
In addition to the above-described improved properties, the Registrant owns unimproved real estate surrounding its corporate headquarters in Orlando, Florida.
The Registrant prepared certain portions of this real estate for a variety of development purposes and, in 2002, began selling parts of this property. To date,
approximately 430 acres have been sold and about 130 acres remain to be sold in connection with this project that is expected to continue for a number of years.
11
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Item 3. Legal Proceedings.
A number of ordinary-course legal and administrative proceedings against the Registrant or its subsidiaries are pending. In addition to such proceedings, there
are certain proceedings that involve the discharge of materials into, or otherwise relating to the protection of, the environment. Certain of such proceedings involve
federal environmental laws such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as well as state and local laws. The
Registrant has established reserves with respect to certain of such proceedings. Because of the involvement of other parties and the uncertainty of potential
environmental impacts, the eventual outcomes of such actions and the cost and timing of expenditures cannot be determined with certainty. It is not expected that
the outcome of such proceedings, either individually or in the aggregate, will have a material adverse effect upon the Registrant.
As part of the 1986 reorganization involving the formation of Premark, Premark was spun-off by Dart & Kraft, Inc., and Kraft Foods, Inc. assumed any
liabilities arising out of any legal proceedings in connection with certain divested or discontinued former businesses of Dart Industries Inc., a subsidiary of the
Registrant, including matters alleging product and environmental liability. The assumption of liabilities by Kraft Foods, Inc. (now Mondelez International, Inc.)
remains effective subsequent to the distribution of the equity of the Registrant to Premark shareholders in 1996.
In February 2020, putative stockholder class actions were filed against the Company and certain current and former officers and directors in the United States
District Court for the Central District of California and in the United States District Court for the Middle District of Florida. The complaints allege that statements
in public filings between January 30, 2019 and February 24, 2020 (the “potential class period”) regarding the Company’s disclosure of controls and procedures, as
well as the need for an amendment of its credit facility, violated Section 10(b) and 20(a) of the Securities Act of 1934. The plaintiffs seek to represent a class of
stockholders who purchased the Company’s shares during the potential class period and demand unspecified monetary damages. The Company believes the
complaints and allegations to be without merit and intends to vigorously defend itself against the actions. The Company is unable at this time to determine whether
the outcome of these actions would have a material impact on its results of operations, financial condition or cash flows.
Item 4. Mine Safety Procedures.
Not applicable.
12
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PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The principal United States market on which the Registrant’s common stock is traded is the New York Stock Exchange under the symbol “TUP”. As of
March 9, 2020, the Registrant had 33,050 shareholders of record and beneficial holders.
Item 5a.
Performance Graph.
The following performance graph compares the performance of the Company's common stock to the Standard & Poor's 400 Mid-Cap Stock Index and the
Standard & Poor's 400 Mid-Cap Consumer Discretionary Index. The Company's stock is included in both indices. The graph assumes that the value of the
investment in the Company's common stock and each index was 100 at December 27, 2014 and that all dividends were reinvested.
Measurement Period
(Fiscal Year Ended)
12/27/2014
12/26/2015
12/31/2016
12/30/2017
12/29/2018
12/28/2019
Tupperware
Brands
Corporation
S&P 400
Mid-Cap
S&P 400
Mid-Cap
Consumer
Discretionary Index
100.00
91.84
90.71
112.83
60.12
16.52
100.00
97.99
116.90
135.88
119.57
152.32
100.00
92.72
100.84
120.46
98.27
125.15
13
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Item 5c.
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.
None.
14
Table of Contents
Item 6.
Selected Financial Data.
The following table presents the Company’s selected historical financial information for the last five years. The selected financial information has been
derived from the Company's consolidated financial statements which, for the data presented for fiscal years 2019 and 2018 and for some data presented for 2017,
are included in Part II, Item 8 of this Report. This data should be read in conjunction with the Company's other financial information, including "Management's
Discussion and Analysis of Financial Condition and Results of Operations" (MD&A) and the Consolidated Financial Statements and Notes to the Consolidated
Financial Statements included in Part II, Items 7 and 8, respectively, in this Report.
(In millions, except per share amounts)
2019
2018
2017
2016
2015
Operating results
Net sales:
Europe
Asia Pacific
North America
South America
Total net sales
Segment profit:
Europe
Asia Pacific
North America
South America
Unallocated expenses
Gain on disposal of assets including insurance recoveries, net (a),(b)
Re-engineering and impairment charges
Impairment of goodwill and intangible assets (c)
Interest expense, net
Income before income taxes
Provision for income taxes (d)
Net income (loss) (d)
Basic earnings (loss) per common share
Diluted earnings (loss) per common share
$
$
$
$
$
$
475.2 $
525.6 $
550.4 $
559.4 $
590.5
453.5
278.7
682.0
515.1
347.0
734.8
541.5
429.1
748.6
548.3
356.8
612.9
771.0
593.7
306.2
1,797.9 $
2,069.7 $
2,255.8 $
2,213.1 $
2,283.8
38.0 $
46.3 $
54.5 $
65.3 $
124.3
40.2
43.8
(41.8)
12.9
(34.7)
(40.0)
(39.3)
103.4
91.0
172.5
76.3
68.3
(46.3)
18.7
(15.9)
—
(43.7)
276.2
120.3
189.3
69.7
98.7
(64.1)
9.1
(66.0)
(62.9)
(43.2)
185.1
450.5
181.0
66.1
82.2
(67.6)
27.3
(7.6)
—
(45.4)
301.3
77.7
12.4 $
0.26 $
0.25 $
155.9 $
(265.4) $
223.6 $
3.12 $
3.11 $
(5.22) $
(5.22) $
4.43 $
4.41 $
92.4
175.9
69.7
46.5
(72.8)
13.7
(20.3)
—
(45.2)
259.9
74.1
185.8
3.72
3.69
See footnotes beginning on the following page.
15
Table of Contents
(Dollars in millions, except per share amounts)
Profitability ratios
Segment profit as a percent of sales:
Europe
Asia Pacific
North America
South America
Financial Condition
Cash and cash equivalents
Net working capital
Property, plant and equipment, net
Total assets
Short-term borrowings and current portion
of long-term obligations
Long-term obligations
Shareholders’ equity (deficit)
Current ratio
Other Data
Net cash used in investing activities
Net cash used in financing activities
Capital expenditures
Depreciation and amortization
Common Stock Data
Dividends declared per share
Dividend payout ratio (e)
Average common shares outstanding (thousands):
Basic
Diluted (f)
Period-end book value per share (g)
Period-end price/earnings ratio (h)
____________________
nm Not meaningful
2019
2018
2017
2016
2015
8.0%
8.8%
9.9%
11.7%
15.1%
21.0
8.9
15.7
25.3
14.8
19.7
25.8
12.9
23.0
24.2
12.1
23.0
$
123.2
$
149.0
$
144.1
$
93.2
$
(150.4)
267.5
1,262.4
273.2
602.2
(277.0)
0.78
(138.5)
276.0
1,308.8
285.5
603.4
(235.2)
0.82
(28.3)
278.2
1,388.0
133.0
605.1
(119.4)
0.96
(2.3)
259.8
1,587.8
105.9
606.0
212.8
1.00
(27.0)
(85.3)
61.0
55.2
(34.7)
(79.0)
75.4
58.2
(57.6)
(116.6)
72.3
60.5
(25.7)
(193.3)
61.6
57.5
$
0.81
$
2.72
$
2.72
$
311.5%
87.2%
nm
2.72
$
61.4%
2.72
73.1%
48,771
48,994
49,877
50,154
50,818
50,818
$
(5.65)
$
(4.69)
$
(2.35)
$
32.9
10.0
nm
50,521
50,719
4.20
11.9
$
49,947
50,401
3.19
15.1
22.8
11.7
15.2
79.8
(63.5)
253.6
1,598.2
162.5
608.2
161.0
0.90
225.7
(43.1)
(157.1)
61.1
62.4
Net cash provided by operating activities
$
87.4
$
132.0
$
217.4
$
237.0
$
(a)
(b)
In 2002, the Company began to sell land held for development near its Orlando, Florida headquarters. During 2019, 2018, 2017, 2016 and 2015, in connection
with this program, pretax gains of $8.8 million, $7.1 million, $8.8 million, $26.5 million and $12.9 million, respectively, were included in gains on disposal of
assets including insurance recoveries, net.
Included in gain on disposal of assets including insurance recoveries, net are pretax gains of $5.8 million from the sale of the French marketing office in 2019,
$9.5 million from the sale and leaseback of a distribution facility in Japan in 2018 and $2.1 million from the sale of the Beauticontrol property in Texas in
2018.
(c) Valuations completed on the Company’s intangible assets resulted in the conclusion that the goodwill value of the Fuller Mexico reporting unit in both 2019
and 2017 and the Fuller and Nutrimetics tradenames in 2019 were impaired. This resulted in a non-cash charge of $40.0 million and $62.9 million,
respectively.
(d)
In 2017, upon enactment of the U.S. Tax Cuts and Jobs Act of 2017 (the "Tax Act"), the Company recorded $375.0 million of non-cash, income tax charges.
In addition, in 2018 the Company recorded $46.6 million of income tax expense related to implementation of provisions of the Tax Act.
(e) The dividend payout ratio is dividends declared per share divided by basic earnings per share. In 2017, due to the Company's net loss position the dividend
payout ratio is not meaningful.
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(f)
In 2017, due to the Company's net loss position diluted shares were the same as basic shares outstanding.
(g) Period-end book value per share is calculated as year-end shareholders’ equity (deficit) divided by full-year diluted common shares outstanding.
(h) Period-end price/earnings ratio is calculated as the year-end market price of the Company’s common stock divided by full-year diluted earnings per share. In
2017, due to the Company's net loss position the Period-end price/earnings ratio is not meaningful.
17
Table of Contents
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following is a discussion of the results of operations for 2019 compared with 2018, and changes in financial condition during 2019 and 2018. Discussion
of the results of operations for 2018 compared to 2017 are included in the Form 10-K for the period ended December 29, 2018 and filed with the SEC on February
25, 2019. This information should be read in conjunction with the consolidated financial information provided in Part II, Item 8 of this Annual Report.
The Company's core sales are derived from the distribution of its products through independent sales organizations and individuals, who may also be its
customers, who then, in turn, sell to end consumers who are not members of its sales force. The Company is largely dependent upon these independent sales
organizations and individuals to reach end consumers, and any significant disruption of this distribution network would have a negative financial impact on the
Company and its ability to generate sales, earnings and operating cash flows. The Company's primary business drivers are the size, activity, diversity and
productivity of its independent sales organizations.
In 2019, the Company continued to sell directly and/or through its sales force as well as to end consumers via the Internet and through business-to-business
transactions, in which it sells products to a partner company. These Internet and business-to-business transactions are not material to overall sales.
As the impacts of foreign currency translation are an important factor in understanding period-to-period comparisons, the Company believes the presentation
of results on a local currency basis, as a supplement to reported results, helps improve readers' ability to understand the Company's operating results and evaluate
performance in comparison with prior periods. The Company presents local currency information that compares results between periods as if current period
exchange rates had been used to translate results in the prior period. The Company uses results on a local currency basis as one measure to evaluate performance.
The Company generally refers to such amounts as calculated on a "local currency" basis, or "excluding the impact of foreign currency." These results should be
considered in addition to, not as a substitute for, results reported in accordance with generally accepted accounting principles in the United States ("GAAP").
Results on a local currency basis may not be comparable to similarly titled measures used by other companies.
Estimates included herein are those of the Company’s management and are subject to the risks and uncertainties as described in the Forward-Looking
Statements caption included in Item 7A.
18
Table of Contents
Results of Operations
(Dollars in millions, except per share amounts)
Total Company Results 2019 vs. 2018
Net sales
Gross margin as a percent of sales
DS&A as a percent of sales
Operating income
Net income
Net income per diluted share
____________________
na not applicable
pp percentage points
Net Sales
52 weeks ended
December 28,
2019
December 29,
2018
1,797.9
$
2,069.7
66.0%
55.6%
125.9
12.4
0.25
$
$
$
66.6%
51.2%
319.8
155.9
3.11
$
$
$
$
Change
(13)%
(0.6) pp
4.4 pp
(61)%
(92)%
(92)%
Change excluding
the impact of
foreign exchange
(9)%
Foreign exchange
impact
$
(91.6)
na
na
(58)%
(91)%
(91)%
na
na
(17.2)
(13.0)
(0.26)
$
$
$
Reported sales decreased 13 percent in 2019 compared with 2018. Excluding the impact of changes in foreign currency exchange rates, sales decreased nine
percent. The average impact of higher prices on the sales comparison was approximately one percent.
The net decrease in local currency sales were mainly driven by decreases in:
•
•
•
•
•
•
•
Brazil from lower sales force activity and recruiting mainly due to increased competition and lower consumer spending
China from less outlet openings, a shift in product mix, and lower consumer spending
Fuller Mexico, resulting from a smaller, less active and less productive sales force
Germany from lower business-to-business sales and a less active sales force
India from a smaller and less active sales force in addition to the recent shift to the studio and digital model in response to changing regulations
around direct sellers in the country
Indonesia from a less active sales force
United States and Canada, resulting from a less active and less productive sales force
This decrease was partially offset by an increase in Argentina, due to pricing, and a net benefit of business-to-business sales in Europe.
A more detailed discussion of the sales results by reporting segment is included in the segment results section in this Part II, Item 7.
19
Table of Contents
Gross Margin
Gross margin as a percentage of sales was 66.0 percent in 2019 and 66.6 percent in 2018. The decrease of 0.6 percentage points ("pp") reflected:
• more aggressive promotional pricing in Brazil in 2019 compared with 2018
•
•
•
•
the impact of the shift from premium priced products to mid-priced products due to lower consumer spending trends in China
higher obsolescence charges at Fuller Mexico
an increase in excise tax in the Philippines
higher negative manufacturing variances, mainly volume, related to United States and Canada
Operating Expenses
Delivery, sales and administrative expense (“DS&A”) as a percentage of sales was 55.6 percent in 2019, compared with 51.2 percent in 2018. The 4.4
percentage point increase in comparison primarily reflected:
•
•
•
increased selling expenses mainly from higher bad debt expense, primarily in Brazil and Fuller Mexico, and higher commissions in Brazil and
Indonesia (1.5 pp)
increased administration and other expenses mainly due to fees for a professional services firm supporting business transformation efforts, CEO
transition costs, and lower absorption of fixed costs mainly related to IT expenses, partially offset by reduced management incentive costs based on
the performance of the business (1.9 pp)
increased distribution costs predominantly impacting Brazil and the United States and Canada (1.0 pp)
The Company segregates corporate operating expenses into allocated and unallocated components based upon the estimated time spent managing segment
operations. The allocated costs are then apportioned on a local currency basis to each segment based primarily upon segment revenues. The unallocated expenses
reflect amounts unrelated to segment operations. Operating expenses to be allocated are determined at the beginning of the year based upon estimated expenditures.
Total unallocated expenses in 2019 decreased $4.5 million compared with 2018, reflecting the change in hedge accounting and reduced management incentive
costs, partially offset by increased investment in marketing organization and tools, and CEO transition related expenses.
As discussed in Note 1 to the Consolidated Financial Statements in Part II, Item 8 of this Report, the Company includes costs related to the distribution of its
products in DS&A expense. As a result, the Company’s gross margin may not be comparable with other companies which include this expense in cost of products
sold.
Re-engineering Costs
The multi-year decline in revenue led the Company to evaluate its operating structure leading to actions designed to reduce costs, improve operating efficiency
and otherwise transform its business. These actions often result in re-engineering costs related to headcount reductions and to facility downsizing and closure, as
well as related asset write downs and other costs that may be necessary in light of the revised operating landscape including structural changes impacting how its
sales force operates. The Company may recognize gains or losses upon disposal of excess facilities or other activities directly related to its re-engineering efforts.
The Company recorded $34.7 million, $15.9 million and $63.7 million in re-engineering charges during 2019, 2018 and 2017, respectively. These re-
engineering costs were mainly related to the July 2017 revitalization program ("2017 program") and the transformation program announced in January 2019 ("2019
program").
20
Table of Contents
Over the past three years, the Company has incurred such costs as detailed below that were included in the following income statement captions:
(In millions)
Re-engineering and impairment charges
Cost of products sold
Delivery, sales and administrative expense
Total pretax re-engineering costs
2019
2018
$ 34.7 $ 15.9 $ 63.7
2017
0.9
0.4
0.9
—
3.6
—
$ 36.0 $ 16.8 $ 67.3
In relation to the 2017 program, the Company incurred $4.5 million, $15.9 million and $63.7 million of charges in 2019, 2018 and 2017, respectively,
primarily related to severance costs incurred for headcount reductions in several of the Company’s operations in connection with changes in its management and
organizational structures. Under this program, the Company has incurred $84.1 million of pretax costs starting in the second quarter of 2017 through 2019 and
expects to incur an additional $2.6 million of pretax re-engineering costs starting in 2020. The annualized benefit of these actions has been approximately $36
million. After reinvestment of a portion of the benefits, improved profitability is reflected most significantly through lower cost of products sold, but also through
lower DS&A; however, overall profitability has not risen in light of lower sales and higher costs.
During 2019, the Company incurred $26.4 million of costs related to the 2019 program, primarily related to severance costs, outside consulting services,
project team expenses, and distributor support. The 2019 program was launched with the focus to drive innovation, sales force engagement and consumer
experiences through a contemporized and streamlined service model. Since the inception of the 2019 program, a reassessment of costs and priorities has occurred
with a shift from a segment to a global focus with increased emphasis on procurement, sourcing and organizational realignment. This program is expected to run
through 2021 and incur approximately $50 million in pretax cost, with about 100 percent paid in cash. Savings from the 2019 program will occur as the program is
implemented, and once fully executed, is expected to enable annual local currency sales growth and to generate about $100 million in annualized savings.
See also Note 2 to the Consolidated Financial Statements in Part II, Item 8 of this Report, regarding the Company's re-engineering actions.
Goodwill and Intangible Assets
The Company's goodwill and intangible assets relate primarily to the December 2005 acquisition of the direct selling businesses of Sara Lee Corporation. In
the second quarter of 2017, the Company performed an interim impairment test over the Fuller Mexico reporting unit as of the end of May 2017 and recorded an
impairment charge to reduce the carrying value of the reporting unit to the fair value from the evaluation. With the estimated fair value of the reporting unit
equaling its carrying value, the Fuller Mexico reporting unit had a high risk of future impairment to the remaining goodwill balance. The estimated fair value from
the 2017 assessment was dependent upon the Company's ability to overcome a trend of negative sales, profit and cash flow that began in 2011, in order to see
positive revenue growth starting in 2019 with continued four percent growth in years thereafter. In the second half of 2017 and in 2018, the reporting unit was
successful in meeting projections from the 2017 assessment due to improved sales with better margins and lower promotional spending. This resulted in a
reduction to negative revenue trends from the projected 10.0 percent to 8.7 percent in 2017 and 7.1 percent to 0.8 percent in 2018. In the third quarter of 2018, the
Company completed the annual assessment for all of its reporting units and indefinite-lived intangible assets, and concluded that there were no impairments.
21
Table of Contents
During the first and second quarters of 2019, the Fuller Mexico reporting unit saw declines in sales and profit accelerate due to difficult economic and
geopolitical trends, but was still projected to meet expectations from the May 2017 assessment. In the third quarter of 2019, the reporting unit’s sales, profitability
and cash flows fell short of previous expectations for the full year 2019, which required an increase in bad debt expense and increased inventory obsolescence. As
a result, the annual assessment for all of the Company’s reporting units and indefinite-lived intangible assets completed in the third quarter of 2019 concluded that
a $19.7 million impairment existed, mainly for the impairment of the Fuller Mexico goodwill of $17.5 million. The impairment evaluation of the Fuller Mexico
reporting unit included a fair value analysis, for which the significant assumptions included annual revenue growth rates ranging from negative eight percent to
positive four percent, with revenue stabilization starting in 2022 and positive revenue growth starting in 2023, a compound average growth rate of 0.2 percent, and
a 2.5 percent growth rate used in calculating the terminal value. The discount rate used for Fuller Mexico was 14.9 percent, which was approximately one
percentage point lower than at the time of the assessment performed in the second quarter of 2017 based on changes to interest rates and other macro-economic
factors in Mexico since that time. Based on the fair value calculation performed as of the third quarter 2019, the remaining balance of goodwill for Fuller Mexico
was written off due to the calculated fair value being less than carrying value for the reporting unit by more than the recorded goodwill. This was a triggering event
to assess the recoverability of the Fuller tradename, which concluded no impairment as of the third quarter of 2019 based on actual and forecasted results of the
units which support the Fuller tradename value.
The Nutrimetics tradename was also impaired in the third quarter of 2019 by $2.2 million due to declining sales trends, leaving a $3.5 million carrying value
as of September 28, 2019.
In the fourth quarter of 2019, as part of the on-going assessment of goodwill and intangible assets, the Company noted that the financial performance of the
units selling Fuller products had fallen below their previous trend lines and it concluded that they would fall significantly short of previous expectations. Revenue
further declined in the fourth quarter of 2019 and margins significantly declined from third to fourth quarter resulting in an approximate 30 percent decrease in
margins in the forecasted period. This significant impact to margins also impacted the royalty rate which was reduced from the rate utilized in the third quarter of
2019. These declines in the financial performance were deemed to be a triggering event and a test for recoverability and impairment was performed over the
definite-lived intangible asset which included comparing the sum of the estimated undiscounted future cash flows, based on the relief from royalty method,
attributable to the Fuller tradename to its carrying value. The result of the impairment test was to record a $20.3 million impairment to the Fuller tradename in the
fourth quarter of 2019 recorded in "Impairment of goodwill and intangible assets" of the Consolidated Statements of Income. As the units that sell Fuller products
are in different geographical areas, impairments of $6.0 million, $13.6 million and $0.7 million were recorded for the Asia Pacific, North America and South
America segments, respectively, leaving a $6.5 million carrying value as of December 28, 2019.
The fair value of all of the Company's remaining reporting units and tradename intangibles exceeds their respective carrying values based on the current
estimates and assumptions regarding sales performance and profitability. Given the sensitivity of valuations to changes in cash flow or market multiples, the
Company may be required to recognize an impairment of goodwill or intangible assets in the future due to changes in market conditions or other factors related to
the Company’s performance. Actual results below forecasted results, a decrease in the forecasted future results of the Company’s business plans or changes in
interest rates could also result in an impairment charge, as could changes in market characteristics including additional declines in valuation multiples of
comparable publicly-traded companies. Further impairment charges would have an adverse impact on the Company’s net income.
Refer to Note 7 to the Consolidated Financial Statements in Part II, Item 8 for further information.
22
Table of Contents
Gains on Disposal of Assets
The Company continues with its program, which began in 2002, to sell land for development near its Orlando, Florida headquarters. The Company has
recognized pretax gains of $8.8 million and $7.1 million under this program in 2019 and 2018, respectively. Gains on land transactions are recorded based upon
when the transactions close and proceeds are collected. Transactions in one period may not be representative of what may occur in future periods. Since the
Company began this program in 2002, cumulative proceeds from these sales have totaled $162.4 million with additional anticipated net proceeds ranging between
$65 million and $75 million as the program is completed. The carrying value of the remaining land included in the Company's land sales program was $15.8
million as of the end of 2019, which was included in property, plant and equipment held for use within the Consolidated Balance Sheets. The Company has
concluded that the fair value of the land under this program significantly exceeded the carrying value as of the end of 2019, and will continue to do so into the
foreseeable future.
In addition, in 2019 the Company completed the sale of its French marketing office recognizing a $5.8 million gain on proceeds of $6.2 million. In 2018, the
Company executed a sale and leaseback of its distribution facility in Japan. The lease has an initial term of 6 years and 5 months. The transaction resulted in cash
proceeds of $22.4 million and a recognized gain of $9.5 million with a deferred gain of $7.9 million, which was partially amortized in 2018 and adjusted to the
2019 opening balance of retained earnings as part of the adoption of new guidance on lease accounting. The Company also recorded a pretax gain of $2.1 million
from the sale of Beauticontrol property in Texas in 2018.
Net Interest Expense
Net interest expense was $39.3 million in 2019, compared with $43.7 million in 2018. The decrease in interest expense related to the $5.6 million
reclassification in 2019 from the accounting policy change for forward points from the Company's hedging activities, partially offset by the impact of higher
interest on borrowings during 2019.
Income taxes
Income taxes were $91.0 million for the year ended December 28, 2019 as compared to $120.3 million for the same period in 2018. Due to declining
performance in business, the Company was required to book valuation allowances which led to the effective tax rate of 87.9 percent for the year ended
December 28, 2019 as compared to 43.6 percent and 243.4 percent for the same periods in 2018 and 2017, respectively. In 2019, the effective tax rate (income
taxes as a percentage of income from continuing operations before income taxes) was higher than the U.S. statutory rate due to:
•
•
•
•
continued negative impacts from the tax reform provisions such as GILTI inclusions, interest deduction limitations, BEAT implications
a jurisdictional mix of offshore earnings in countries with statutory tax rates higher than the U.S.
decrease in the U.S. income which impacted the Company's ability to benefit from certain foreign tax credit carryforwards
certain valuation allowances recorded against existing deferred tax assets in the fourth quarter of 2019
The effective tax rates for 2018 and 2017 are higher than the U.S. statutory rate which reflect the impact of the Tax Cuts and Jobs Act of 2017 (“the Tax Act”).
The Tax Act made broad and complex changes to the U.S. tax code that continue to materially impact the business. These changes include (1) reducing the
U.S. federal corporate rate from 35 percent to 21 percent; (2) elimination of the Corporate Alternative minimum tax (AMT); (3) the creation of the base erosion
anti-abuse tax (BEAT); ); (4) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (5) a new provision designed to tax global
intangible low-taxed income (GILTI); (6) a new limitation on deductible interest expense (IRC section 163(j)); (7) limitations on the deductibility of certain
executive compensation; (8) significant limitations on the use of foreign tax credits (FTCs) to reduce U.S. income tax liability; and (9) changing the rules related to
the uses and limitations of net operating loss carryforwards created in tax years beginning after December 21, 2017.
23
Table of Contents
In addition to and in some cases interacting with the Tax Act, as seen in 2019, tax expense is affected by factors including but not limited to the global mix of
earnings, changes in domestic and foreign tax legislation, acquisitions or dispositions as well as the tax characteristics of income. The Company is required to
make judgments on the need to record deferred tax assets and liabilities, uncertain tax positions, and assessments regarding the realizability of deferred tax assets in
determining the income tax provision. The Company records the estimated future tax effects of temporary differences between the tax basis of assets and liabilities
and the amounts reported in the Consolidated Balance Sheet, as well as any operating loss and tax credit carryforwards. The Company follows very specific and
detailed guidelines in each tax jurisdiction regarding the recoverability of any tax assets recorded on the balance sheet and provides necessary valuation allowances
as required. Using these guidelines, deferred tax assets are reviewed regularly for recoverability based on historical taxable income, projected future taxable
income, the expected timing of the reversals of existing temporary differences and tax planning strategies. Although realization is not assured, the Company does
not establish a valuation allowance when it is more likely than not that a net deferred tax asset will be realized.
At the end of 2018, the Company recognized an $11 million deferred tax asset for U.S. interest limitations associated with new tax reform rules under IRC
163(j). This asset is an indefinite lived asset and realizability is dependent on projected future taxable income in the U.S. In 2018, the Company expected profit
trends in the U.S. to increase based on forecasts and other tax planning strategies. It was determined based on those projections, a valuation allowance was not
warranted at the end of 2018. During 2019, the Company recognized an additional $8 million of disallowed interest expense as the Company’s financial
performance in 2019 did not meet previous expectations. While the Company is taking steps to improve future U.S. financial results, the Company determined the
weight of the actual historical results exceeds potential forecasted income thereby necessitating the requirement to book a valuation allowance against the asset of
$19 million in the fourth quarter of 2019.
The Company also booked a valuation allowance of $18.4 million in the fourth quarter of 2019 against the net tax assets for Fuller Mexico. The Company
noted that the financial performance of Fuller had fallen below their previous trend lines and it concluded that they would fall significantly short of forecasted
expectations. Revenue and profitability further declined in the fourth quarter of 2019. These declines in the financial performance triggered a reassessment of the
realizability of the deferred tax assets in the fourth quarter resulting in a full valuation of $18.4 million being taken against the Fuller net deferred tax assets.
The Company accounts for Uncertain Tax Positions in accordance with FASB, ASC Topic 740, income taxes or ASC 740, which provides guidance on the
determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. In accordance with this
standard, tax benefits are only recognized after concluding that it is more likely than not that the benefit will be sustained upon audit by the respective taxing
authority based solely on the technical merits of the associated tax position. Once the recognition threshold is met, the Company recognizes a tax benefit measured
as the largest amount of the tax benefit that, in our judgment, is greater than 50 percent likely to be realized. Interest and penalties related to income tax liabilities
are included in income tax expense on the Consolidated Statements of Income.
The Company has designated the undistributed earnings of a portion of the foreign operations as indefinitely reinvested and, as a result, the Company does not
provide for deferred income taxes on the unremitted earnings of these subsidiaries. The foreign earnings are computed under U.S. federal tax earnings and profits
(“E&P”) principles. In general, to the extent the financial reporting book basis over tax basis of a foreign subsidiary exceeds these E&P amounts, deferred taxes
have not been provided, as they are essentially permanent in duration. The determination of the amount of such unrecognized deferred tax liability is not
practicable. The Company does provide for deferred income taxes on the undistributed earnings of foreign operations that are not deemed to be indefinitely
invested. The Company will continue to evaluate the permanent investment assertion taking into consideration all relevant and current tax laws.
Refer to the Application of Critical Accounting Policies and Estimates section and Note 13 to the Consolidated Financial Statements in Part II, Item 8 of this
Report for additional discussions of the Company's tax positions.
24
Table of Contents
Net Income and Operating Income
Operating income decreased 61 percent in 2019 compared with 2018, which included a three percentage-point negative translation impact on the comparison
from changes in foreign currency exchange rates. Net income decreased $143.5 million on a reported basis, including a $13.0 million negative translation impact
from changes in foreign exchange rates. The decrease in local currency net income reflected:
•
•
•
•
•
•
decreased segment profit in Asia Pacific, primarily in China and Indonesia
decreased segment profit for North America, primarily at Fuller Mexico and in the United States and Canada
decreased segment profit in South America, primarily from Brazil
impairment charges related to intangible assets, mainly related to Fuller Mexico goodwill and Fuller tradename
CEO transition costs
increased re-engineering costs across all segments
These decreases were partially offset by the benefit from the reclassification due to the change in hedge accounting.
International operations accounted for 93 percent of sales in 2019 and 92 percent in 2018. They accounted for 98 percent and 97 percent of segment profit in
2019 and 2018, respectively.
Segment Results 2019 vs. 2018
(Dollars in millions)
Net Sales
Europe
Asia Pacific
North America
South America
Total net sales
Segment profit
Europe
Asia Pacific
North America
South America
$
$
$
Segment profit as a percent of sales
Europe
Asia Pacific
North America
South America
____________________
pp percentage points
na not applicable
Europe
2019
2018
Dollar
Percent
Change
Change excluding
the translation
impact of foreign
exchange
Translation
foreign exchange
impact
Percent of total
2019
2018
475.2
$
525.6
$
590.5
453.5
278.7
682.0
515.1
347.0
(50.4)
(91.5)
(61.6)
(68.3)
(10)%
(4)% $
(13)
(12)
(20)
(11)
(12)
(9)
1,797.9
$
2,069.7
$
(271.8)
(13)%
(9)% $
(32.9)
(17.5)
(0.9)
(40.3)
(91.6)
38.0
$
46.3
$
124.3
40.2
43.8
172.5
76.3
68.3
(8.3)
(48.2)
(36.1)
(24.5)
(18)%
(11)% $
(28)
(47)
(36)
(26)
(47)
(29)
8.0%
8.8%
21.0
8.9
15.7
25.3
14.8
19.7
na
na
na
na
(0.8)pp
(0.7)pp
(4.3)
(5.9)
(4.0)
(4.1)
(5.9)
(4.4)
(3.5)
(5.5)
—
(6.8)
(0.1)pp
(0.2)
—
0.4
26%
25%
33
25
16
33
25
17
100%
100%
15%
13%
51
16
18
na
na
na
na
47
21
19
na
na
na
na
Reported sales decreased ten percent in 2019 compared with 2018. Excluding the translation impact of foreign currency exchange rates, sales decreased by
four percent, primarily reflecting reduced volume of products sold. On average, 2019 prices were even with 2018.
25
Table of Contents
The net decrease in local currency sales was driven by:
•
•
•
a decrease in Germany sales, excluding business-to-business, mainly due to a smaller, less active sales force
a decrease in Italy sales, excluding business-to-business, mainly from a less productive sales force
partially offset by higher net business-to-business sales in the year
Segment profit decreased $8.3 million or 18 percent in 2019 compared with 2018. Segment profit as a percentage of sales was 8.0 percent in 2019 compared
with 8.8 percent in 2018. Excluding the translation impact of foreign currency exchange rates, segment profit decreased 11 percent compared with 2018 primarily
due to lower sales.
The Euro and South African rand were the main currencies that impacted the year-over-year sales comparison while the South African rand had a meaningful
impact on the profit comparison.
Asia Pacific
Reported sales in Asia Pacific in 2019 decreased 13 percent compared with 2018. Excluding the translation impact of foreign currency exchange rates, the
segment's sales decreased 11 percent. On average, the impact of lower prices was one percent compared with 2018, primarily related to more aggressive
promotional pricing.
The main drivers for the decrease in local currency sales were:
•
•
China, from a reduction in outlet openings and a shift in mix to mid-priced products from premium priced products due to lower consumer spending
trends
India, from a smaller and less active sales force in addition to the recent shift to the studio and digital model in response to changing regulations
around direct sellers in the country
Indonesia, from a less active sales force
•
• Malaysia and Singapore, due to a less active sales force in addition to lower consumer spending
Total segment profit decreased $48.2 million or 28 percent in 2019. Excluding the translation impact of foreign currency exchange rates, segment profit
decrease 26 percent compared with 2018. Segment profit as a percentage of sales was 21.0 percent in 2019 compared with 25.3 percent in 2018. The decreased
segment profit primarily reflected:
•
•
•
the impact from lower sales volume and shift in product mix in China, in addition to lower margins from an increase in selling expenses driven by
higher headcount to support the projected outlet expansion
lower sales volumes and higher investments to drive the new compensation program in Indonesia
an increase in Philippine excise tax
The Chinese renminbi had the most meaningful impact on the year-over-year sales and profit comparisons.
North America
Reported and restated sales decreased 12 percent in 2019 compared with 2018. The average price increase in this segment was three percent.
The decrease in sales was associated to:
•
•
Fuller Mexico, due to a less active and less productive sales force mainly from lower consumer spending resulting from unfavorable economic and
geopolitical trends
the United States and Canada, reflecting poor response to promotional programs, resulting in a reduction in activity and productivity
Segment profit decreased $36.1 million or 47 percent in 2019 compared with 2018. Segment profit as a percentage of sales at 8.9 percent was 5.9 percentage
points lower than 2018, related to:
•
•
Fuller Mexico, due to lower sales volume and an increase in bad debt costs, distribution expenses and obsolescence charges
the United States and Canada, from lower sales volume
26
Table of Contents
In February 2020, the Company, with the help of external legal and accounting resources, conducted an investigation into its Fuller Mexico business primarily
regarding the accounting for accounts payable and accrued liabilities. The Company has completed this investigation and the financial impact of the out of period
adjustments in 2019 and 2018, for the annual and interim periods, was immaterial.
South America
Reported sales for this segment decreased 20 percent in 2019 compared with 2018. Excluding the translation impact of changes in foreign currency exchange
rates, sales decreased nine percent, reflecting lower sales force activity and recruiting in Brazil due to increased competition, the need for digitization to attract and
retain the sales force, and unfavorable macroeconomic trends, including lower consumer spending. This was partially offset by Argentina from higher prices due to
inflation. The average price increase in this segment was six percent.
Segment profit decreased $24.5 million or 36 percent in 2019 compared with 2018, including a negative $6.8 million impact from changes in foreign currency
exchange rates. Segment profit as a percentage of sales, at 15.7 percent, was 4.0 percentage points lower than in 2018, primarily reflecting the impact from lower
sales volume and higher distribution expenses and bad debt costs in Brazil.
The Argentine peso and Brazilian real were the main currencies with significant negative translation impacts on the year-over-year comparison for sales while
the Brazilian real had the greatest impact on the profit comparison.
Financial Condition
Liquidity and Capital Resources
The Company's net working capital position decreased by $11.9 million at the end of 2019 compared with the end of 2018. Excluding the impact of changes in
foreign currency exchange rates, net working capital decreased $12.1 million, primarily reflecting:
•
•
•
•
•
a $32.9 million decrease in accounts receivable driven by lower sales at year-end and increased collection activity
a $14.9 million increase in short-term borrowings, net of cash and cash equivalents
a $7.9 million increase in payables related to the net amounts on the balance sheet for hedging activities
a $9.3 million decrease in inventory mainly related to improved inventory management
partially offset by a $50.7 million net decrease in accounts payable and accrued liabilities due to the timing of payments around year-end, as well as
payments during the year under the Company's restructuring programs.
On February 28, 2020, the Company amended the Credit Agreement (the “Amendment”) in order to modify certain provisions, including the required
Consolidated Leverage Ratio. Previously, the Company had to maintain at specified measurement periods a Consolidated Leverage Ratio that was not greater than
or equal to 3.75 to 1.00. Had the Credit Agreement not been amended, the Company may have exceeded the Consolidated Leverage Ratio for the four fiscal
quarters ending in March 2020. This would have constituted an Event of Default, potentially resulting in a cross default under cross-default provisions with respect
to other of our debt obligations, giving the lenders the ability to terminate the revolving commitments, accelerate outstanding amounts under the Credit Agreement,
exercise certain remedies relating to the collateral securing the Credit Agreement, and require the Company to post cash collateral for all outstanding letters of
credit. In addition to the relief provided in the Amendment, the Company has reduced certain operating expenses beginning in 2020 and could use available cash to
make debt repayments to lower its Consolidated Leverage Ratio. Following the Amendment, the Company is required to maintain at the last day of each quarterly
measurement period a Consolidated Leverage Ratio not greater than or equal to the ratio as set forth below opposite the period that includes such day (or, if such
day does not end on the last day of the calendar quarter, that includes the last day of the calendar quarter that is nearest to such day):
27
Table of Contents
From the Amendment No. 2 effective date to and including June 27, 2020
Period
September 26, 2020
December 26, 2020
March 27, 2021
June 26, 2021 and thereafter
Consolidated Leverage Ratio
5.75 to 1.00
5.25 to 1.00
4.50 to 1.00
4.00 to 1.00
3.75 to 1.00
The Amendment also eliminated the requirement that a Non-Investment Grade Ratings Event must occur before the Company is required to cause the
Additional Guarantee and Collateral Requirement to be satisfied, each term, as defined in the Amendment. As a result, the Company is now required to cause
certain of its domestic subsidiaries to become guarantors and the Company and certain of its domestic subsidiaries are required to pledge additional collateral.
See the Company’s Form 8-K with a filing date of March 2, 2020 for more information.
As of December 28, 2019, the Company had total borrowings of $272.0 million outstanding under the Credit Agreement, with $174.9 million of that amount
denominated in Euro. As of December 28, 2019, the Credit Agreement dictated a base rate spread of 150 basis points, which gave the Company a weighted average
interest rate of 2.1 percent on London interbank offered rate (“LIBOR”)-based borrowings under the Credit Agreement. As of December 28, 2019, and currently,
the Company was in compliance with the financial covenants in the Credit Agreement.
At December 28, 2019, the Company had $458.5 million of unused lines of credit, including $376.6 million under the committed, secured Credit Agreement,
and $81.9 million available under various uncommitted lines around the world. If necessary, with the agreement of its lenders, the Company is permitted to
increase its borrowing capacity under the Credit Agreement by a total of up to $200 million subject to certain conditions.
The Company has outstanding approximately $600 million aggregate principal amount of 4.75% senior notes (the “Senior Notes”). The Senior Notes become
due on June 1, 2021. The Notes were issued under an indenture (the “Indenture”) between the Company and its 100 percent subsidiary, Dart Industries Inc. (the
“Guarantor”) and Wells Fargo Bank, N.A., as trustee. As security for its obligations under the guarantee of the Senior Notes, the Guarantor has granted a security
interest in certain “Tupperware” trademarks and service marks. As security for its obligations under the guarantee of the Credit Agreement, the Guarantor has
granted a security interest in those certain “Tupperware” trademarks and service marks, as well. The Indenture includes, among others, covenants that limit the
ability of the Company to raise indebtedness or equity capital under certain circumstances.
Whether the Company will be able to repay or refinance the Senior Notes will depend on market conditions and the Company’s financial performance at the
time. Any refinancing, if at all, of the Senior Notes could be at a higher interest rate and may require the Company to comply with more covenants, which could
further restrict the Company's business operations. If the Company is unable to repay or refinance the Senior Notes, the holders of the Seniors Notes may pursue
certain remedies relating to the collateral securing the guaranty of the Senior Notes or pursue other remedies, in each case in accordance with the Indenture and the
documents relating to such collateral, all of which could have a material adverse effect on the Company.
See Note 8 to the Consolidated Financial Statements in Part II, Item 8 of this Report for further details regarding the Company's debt.
The Company monitors the third-party depository institutions that hold its cash and cash equivalents with an emphasis primarily on safety and liquidity of
principal and secondarily on maximizing yield on those funds. The Company diversifies its cash and cash equivalents among counterparties, which minimizes
exposure to any one of these entities. Furthermore, the Company is exposed to financial market risk resulting from changes in interest rates, foreign currency rates,
and the possible liquidity and credit risks of its counterparties. The Company believes that it has sufficient liquidity to fund its working capital, capital spending
needs and current and anticipated restructuring actions. This liquidity includes its year-end 2019 cash and cash equivalents balance of $123.2 million, cash flows
from operating activities, and access to its Credit Agreement, as well as access to other various uncommitted lines of credit around the world. The Company has
not experienced any limitations on its ability to access its committed facility.
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Cash and cash equivalents (“cash”) totaled $123.2 million as of December 28, 2019. Of this amount, $122.4 million was held by foreign subsidiaries. Of the
cash held outside the United States, less than 1 percent was deemed ineligible for repatriation. Other than deferred tax liability of $8.8 million for the withholding
tax liability for future distribution of unrepatriated foreign earnings, no U.S. federal income taxes or other foreign taxes have been recorded related to permanently
reinvested earnings.
The Company’s most significant foreign currency exposures include:
Brazilian real
•
Chinese renminbi
•
Euro
•
•
Indonesian rupiah
• Malaysian ringgit
• Mexican peso
•
South African rand
Business units in which the Company generated at least $100 million of sales in 2019 included:
•
•
•
•
•
Brazil
China
Fuller Mexico
Tupperware Mexico
the United States and Canada
Of these units, sales by Brazil and China exceeded $200 million.
A significant downturn in the Company’s business in these units would adversely impact its ability to generate operating cash flows. Operating cash flows
would also be adversely impacted by significant difficulties in the additions, retention and activity of the Company’s independent sales force or the success of new
products, promotional programs and/or possibly changes in sales force compensation programs. See Item 1A under “Natural disasters and unusual weather
conditions, pandemic outbreaks, terrorist acts, global political events and other serious catastrophic events” for more information regarding COVID-19 and how it
could affect the Company's business, financial condition, or results of operations.
Operating Activities
Net cash provided by operating activities in 2019 was $87.4 million, compared with $132.0 million in 2018. The net unfavorable comparison was primarily
due to:
•
•
an unfavorable impact from lower segment profit
partially offset by a reduction in inventory due to more effective inventory management and a reduction in accounts receivable driven by lower sales
and increased collection activity
Investing Activities
During 2019, the Company had $61.0 million of capital expenditures invested in:
•
•
•
•
$22.8 million related to global information technology projects
$20.2 million related to molds used in the manufacturing of products
$15.9 million related to buildings and improvements, and other machinery and equipment
$2.1 million primarily related to land development near the Company's Orlando, Florida headquarters
In 2018, the Company had $75.4 million of capital expenditures consisting of:
•
•
•
•
•
$26.3 million related to molds used in the manufacturing of products
$20.2 million on various global information technology projects
$12.4 million consisting primarily of marketing office expenses, vehicles, and other miscellaneous items
$9.2 million corresponding to the land development near the Company's Orlando, Florida headquarters
$7.3 million related to supply chain capabilities, excluding molds
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Partially offsetting capital spending were proceeds from the sale of long-term assets of $34.0 million and $40.7 million in 2019 and 2018, respectively. These
proceeds primarily reflected transactions associated with land near the Company's Orlando, Florida headquarters in both years as well as the transaction related to
the sale of the French marketing office in 2019 and transactions associated with the sale of the distribution facility in Japan and Beauticontrol headquarters in
Texas during 2018.
Financing Activities
In 2019 and 2018, the Company had net outflow of $6.2 million and an inflow of $162.1 million for changes in borrowings under its revolving credit
agreements, respectively. In addition, the Company made scheduled lease payments of $1.6 million and $1.9 million in each of those respective periods.
Dividends
During 2019 and 2018, the Company declared dividends of $0.81 and $2.72 per share of common stock totaling $74.3 million and $137.8 million,
respectively.
Stock Repurchases
Open market share repurchases by the Company were permitted under an authorization that ran through February 1, 2020 and allowed up to $2.0 billion to be
spent and was not extended. Under this program, there were no share repurchases in 2019. During 2018, there were 2.6 million shares repurchased for $100.2
million. Since 2007, the Company has spent $1.39 billion to repurchase 23.8 million shares under this program.
Employees are also allowed to use shares to pay withholding taxes, up to the minimum statutory amount, related to activity under all of the Company's stock
incentive plans. For 2019 and 2018, the value of shares used for withholding taxes was $0.9 million and $1.5 million, respectively, which is included as stock
repurchases in the Consolidated Statements of Cash Flows.
Contractual Obligations
The following summarizes the Company’s contractual obligations at December 28, 2019 and the effect such obligations are expected to have on its liquidity
and cash flow in future periods.
(In millions)
Debt obligations
Interest payments on long term obligations
Pension benefits
Post-employment medical benefits
Capital commitments (a)
Lease obligations
Total
Less than 1
year
1-3 years
3-5 years
More than 5
years
$
875.4 $
273.2 $
602.2 $
— $
57.7
129.9
12.6
1.6
98.3
29.1
16.0
1.3
1.6
34.2
28.6
24.0
2.3
—
38.0
—
25.3
2.1
—
13.1
—
—
64.6
6.9
—
13.0
Total contractual obligations (b)
____________________
(a) Capital commitments represent signed agreements as of December 28, 2019 on several capital projects in process at the Company’s various units.
(b) The table excludes information on recurring purchases of inventory as these are made under non-binding purchase orders, are generally consistent from year to
year, and are short-term in nature. The table does not include future anticipated income tax settlements. See Note 13 to the Consolidated Financial Statements
for additional information.
1,175.5 $
695.1 $
355.4 $
40.5 $
84.5
$
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Application of Critical Accounting Policies and Estimates
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s Consolidated Financial Statements
that have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported and disclosed amounts. Actual results may differ from these estimates under
different assumptions or conditions. The Company believes the implementation of the following critical accounting policies are the most significantly affected by
its judgments and estimates.
Allowance for Doubtful Accounts.
The Company maintains current receivable amounts with most of its independent distributors and sales force in certain markets. It also maintains long-term
receivable amounts with certain of these customers. The Company regularly monitors and assesses its risk of not collecting amounts owed by customers. This
evaluation is based upon an analysis of amounts current and past due, along with relevant history and facts particular to the customer. It is also based upon
estimates of distributor business prospects, particularly related to the evaluation of the recoverability of long-term amounts due. This evaluation is performed by
business unit and account by account, based upon historical experience, market penetration levels and similar factors. It also considers collateral of the customer
that could be recovered to satisfy debts. The Company records its allowance for doubtful accounts based on the results of this analysis. The analysis requires the
Company to make significant estimates and as such, changes in facts and circumstances could result in material changes in the allowance for doubtful accounts.
The Company considers as past due any receivable balance not collected within its contractual terms.
Inventory Valuation
The Company writes down its inventory for obsolescence or unmarketability in an amount equal to the difference between the cost of the inventory and
estimated market value based upon expected future demand and pricing. The demand and pricing is estimated based upon the historical success of product lines as
well as the projected success of promotional programs, new product introductions and the availability of new markets or distribution channels. The Company
prepares projections of demand and pricing on an item by item basis for all of its products. If inventory on hand exceeds projected demand or the expected market
value is less than the carrying value, the excess is written down to its net realizable value. If actual demand or the estimate of market value decreases, additional
write-downs would be required.
Income Taxes
The Company records the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the
Consolidated Balance Sheet, as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted rates
applicable to taxable income in the years in which the temporary differences are expected to reverse and the credits are expected to be used. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company follows very specific and
detailed guidelines in each tax jurisdiction regarding the recoverability of any tax assets recorded on the balance sheet and provides necessary valuation allowances
as required. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example,
ordinary income or capital gain) within the carryback or carryforward periods available under the tax law. The Company regularly reviews the deferred tax assets
for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and
tax planning strategies. The Company has not made any material changes in the methodologies used to determine the tax valuation allowances during the past three
fiscal years.
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The Company's Consolidated Balance Sheet as of December 28, 2019 included deferred tax assets of $531.1 million and deferred tax liabilities of $32.6
million. This compares with deferred tax assets of $513.3 million and deferred tax liabilities of $19.0 million as of December 29, 2018. For all jurisdictions for
which the Company has net deferred tax assets, the Company expects that the existing levels of pre-tax earnings are sufficient to generate the amount of future
taxable income needed to realize these tax assets. The valuation allowance related to deferred income taxes, which is reflected in the Consolidated Balance Sheet,
was $315.6 million as of December 28, 2019 and $284.6 million as of December 29, 2018. Although the Company makes reasonable efforts to ensure the accuracy
of the deferred tax assets, if the Company continues to operate at a loss in certain jurisdictions or is unable to generate sufficient future taxable income, or if there
is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, or if the
potential impact of tax planning strategies changes, the Company could be required to increase the valuation allowance against all or a significant portion of the
deferred tax assets resulting in a substantial increase in the effective tax rate and a material adverse impact on the operating results.
The Company accounts for Uncertain Tax Positions in accordance with FASB, ASC Topic 740, income taxes or ASC 740, which provides guidance on the
determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company
must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing
authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured on the largest
benefit that has a greater than fifty percent likelihood of being recognized.
Refer to Note 13 to the Consolidated Financial Statements in Part II, Item 8 of this Report for additional discussions of the Company's tax positions.
Promotional Accruals
The Company frequently makes promotional offers to its independent sales force to encourage them to meet specific goals or targets for sales levels, party
attendance, addition of new sales force members or other business-critical activities. The awards offered are in the form of product awards, special prizes or trips.
The cost of these awards is recorded during the period over which the sales force qualifies for the award. These accruals require estimates as to the cost of the
awards based upon estimates of achievement and actual cost to be incurred. The Company makes these estimates on a market by market and program by program
basis. It considers the historical success of similar programs, current market trends and perceived enthusiasm of the sales force when the program is launched.
During the promotion's qualification period, actual results are monitored and appropriate changes to the original estimates are made when known.
Goodwill and Intangible Assets
The Company’s goodwill and intangible assets relate primarily to the December 2005 acquisition of the direct selling businesses of Sara Lee Corporation. The
Company does not amortize its goodwill or indefinite-lived tradename intangible assets. Instead, the Company performs an annual impairment assessment of these
assets, or more frequently if events or changes in circumstances indicate they may be impaired.
The annual process for evaluating goodwill begins with an assessment for each entity of qualitative factors to determine whether a quantitative evaluation of the
unit's fair value compared with its carrying value is necessary. The qualitative factors evaluated by the Company include: macro-economic conditions of the local
business environment, overall financial performance, sensitivity analysis from the most recent quantitative fair value evaluation ("fair value test").
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Any fair value test necessary is done using either the income approach or a combination of the income and market approaches, with generally a greater
weighting on the income approach (75 percent). The income approach, or discounted cash flow approach, requires significant assumptions to estimate the fair
value of each reporting unit. These include assumptions regarding future operations and the ability to generate cash flows, including projections of revenue, costs,
utilization of assets and capital requirements, along with an appropriate discount rate to be used. The most sensitive estimate in the fair value test is the projection
of operating cash flows, as these provide the basis for the estimate of fair market value. The Company’s cash flow model uses a forecast period of ten years and a
terminal value. The growth rates are determined by reviewing historical results of the operating unit and the historical results of the Company’s similar business
units, along with the expected contribution from growth strategies being implemented. The market approach relies on an analysis of publicly-traded companies
similar to Tupperware Brands and deriving a range of revenue and profit multiples. The publicly-traded companies used in the market approach are selected based
on their having similar product lines of consumer goods, beauty products and/or companies using a direct selling distribution method. The resulting multiples are
then applied to the reporting unit to determine fair value.
The Company's indefinite-lived tradename intangible assets are evaluated for impairment annually similarly to goodwill. When the Company determines it is
appropriate, the fair value of these assets is estimated using the relief from royalty method, which is a form of the income approach. Under this method, the value
of the asset is calculated by selecting a royalty rate, which estimates the amount a company would be willing to pay for the use of the asset. This rate is applied to
the reporting unit's projected revenue, tax affected and discounted to present value.
Refer to Note 1 and Note 7 of the Consolidated Financial Statements in Part II, Item 8 of this Report regarding the annual process for evaluating goodwill and
intangible assets.
Retirement Obligations
Pensions
The Company records pension costs and the funded status of its defined benefit pension plans using the applicable accounting guidance for defined benefit
pension and other post-retirement plans. This guidance requires that amounts recognized in the financial statements be determined on an actuarial basis. The
measurement of the retirement obligations and costs of providing benefits under the Company’s pension plans involves various factors, including several
assumptions. The Company believes the most critical of these assumptions are the discount rate and the expected long-term rate of return on plan assets.
The Company determines the discount rate primarily by reference to rates of high-quality, long-term corporate and government bonds that mature in a pattern
similar to the expected payments to be made under the plans. The discount rate assumptions used to determine pension expense for the Company’s U.S. and
foreign plans were as follows:
Discount Rate
U.S. Plans
Foreign Plans
2019
2018
4.3%
1.9
3.3%
2.6
The Company has established strategic asset allocation percentage targets for significant asset classes with the aim of achieving an appropriate balance
between risk and return. The Company periodically revises asset allocations, where appropriate, in an effort to improve return and manage risk. The estimated rate
of return is based on long-term expectations given current investment objectives and historical results. The expected rate of return assumptions used by the
Company for its U.S. and foreign plans were as follows:
Expected rate of return
U.S. Plans
Foreign Plans
2019
2018
7.0%
2.6
7.0%
3.0
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The following table highlights the potential impact on the Company’s annual pension expense due to changes in certain key assumptions with respect to the
Company’s plans, based on assets and liabilities as of December 28, 2019:
(In millions)
Discount rate change by 50 basis points
Expected rate of return on plan assets change by 50 basis points
Other Post-Retirement Benefits
Increase
Decrease
$
(1.5) $
(0.5)
1.5
0.5
The Company accounts for its post-retirement benefit plan in accordance with applicable accounting guidance, which requires that amounts recognized in
financial statements be determined on an actuarial basis. This determination requires the selection of various assumptions, including a discount rate, to value
benefit obligations. The Company determines the discount rate primarily by reference to rates of return on high-quality, long-term corporate bonds that mature in a
pattern similar to the expected payments to be made under the plan. The discount rate assumptions used by the Company to determine other post-retirement benefit
expense were 4.3 percent for 2019, and 3.5 percent for 2018. A change in discount rate of 50 basis points would not materially change the annual expense
associated with the plan.
Revenue Recognition
On December 31, 2017, the Company adopted new guidance on revenue from contracts with customers using the modified retrospective method. The new
guidance was applied to all contracts at the date of initial application.
Under the new guidance, the contract is defined as the order received from the Company's customer who, in most cases, is one of the Company's independent
distributors or a member of its independent sales force. Revenue is recognized when control of the product passes to the customer, which is upon shipment, and is
recognized at the amount that reflects the consideration the Company expects to receive for the products sold, including various forms of discounts and net of
expected returns which is estimated using historical return patterns and current expectation of future returns. The Company elected to account for shipping and
handling activities that occur after the customer has obtained control of the product as an activity to fulfill the promise to transfer the product rather than as an
additional promised service. Generally, payment is either received in advance or in a relatively short period of time following shipment. When revenue is recorded,
estimates of returns are made and recorded as a reduction of revenue. Contracts with customers are evaluated to determine if there are separate performance
obligations that are not yet met. These obligations generally relate to product awards to be subsequently fulfilled. When that is the case, revenue is deferred until
each performance obligation is met.
Stock-Based Compensation
The Company measures compensation cost for stock-based awards at fair value and recognizes compensation over the service period for awards expected to
vest. The Company uses the Black-Scholes option-pricing model to value stock options, which requires the input of assumptions, including dividend yield, risk-
free interest rate, the estimated length of time employees will retain their vested stock options before exercising them (expected term) and the estimated volatility
of the Company's common stock price over the expected term.
Impact of Inflation
Inflation, as measured by consumer price indices, has continued at a low level in most of the countries in which the Company operates, except in South
America, particularly in Argentina and Venezuela. Refer to Note 1 to the Consolidated Financial Statements in Part II, Item 8 of this Report for a discussion of
inflation.
New Pronouncements
Refer to Note 1 to the Consolidated Financial Statements in Part II, Item 8 of this Report for a discussion of new accounting pronouncements.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company may be impacted by interest rate changes on its borrowings. The Company accesses the short-term and long-term markets to obtain financing.
Access to, and the availability of acceptable terms and conditions of, such financing are impacted by many factors, including: the credit ratings; the liquidity and
volatility of the overall capital markets; and the current state of the economy. The Company has elected to manage this risk through the maturity structure of its
borrowings and the currencies in which it borrows.
Interest Rate Risk
Loans taken under the Credit Agreement are of a short duration and bear interest under a formula that includes, at the Company's option, one of four different
base rates, plus an applicable spread. The Company generally selects LIBOR as its base rate. Although the Company’s euro EURIBOR base rate was below zero
throughout 2019, the base rate cannot be below zero under the Credit Agreement. As of December 28, 2019, the Credit Agreement dictated a spread of 150 basis
points, which gave the Company a weighted average interest rate on its U.S. dollar and euro denominated LIBOR/EURIBOR-based borrowings under the Credit
Agreement of 2.10 percent.
On July 27, 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced that it would phase-out LIBOR by the end of 2021. It is
unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021, or if alternative rates or benchmarks will be
adopted. Changes in the method of calculating LIBOR, or the replacement of LIBOR with an alternative rate or benchmark, may adversely affect interest rates. The
Company cannot predict the effect of the potential changes to LIBOR or the establishment of alternative rates or benchmarks. The Credit Agreement allows for the
use of select alternative rates and benchmarks and based on the assessment of such rates and benchmarks, the Company does not expect a material impact from the
phase-out of LIBOR.
As of December 28, 2019, the Company had total borrowings of $272.0 million outstanding under its Credit Agreement, with $174.9 million denominated in
Euro. If short-term interest rates varied by 10 percent, which in the Company's case would mean short duration U.S. dollar and euro LIBOR, with all other
variables remaining constant, the Company's annual interest expense would not be significantly impacted.
The Company routinely increases its revolver borrowings under the Credit Agreement during each quarter to fund operating, investing and financing activities
and uses cash available at the end of each quarter to temporarily reduce borrowing levels. As a result, the Company incurs more interest expense and has higher
foreign exchange exposure on the value of its cash and debt during each quarter than would relate solely to the quarter end balances.
Foreign Exchange Rate Risk
A significant portion of the Company's sales and profit come from its international operations. Although these operations are geographically dispersed, which
partially mitigates the risks associated with operating in particular countries, the Company is subject to the usual risks associated with international operations.
These risks include local political and economic environments and relations between foreign and U.S. governments.
Another economic risk of the Company is exposure to changes in foreign currency exchange rates on the earnings, cash flows and financial position of its
international operations. The Company is not able to project, in any meaningful way, the effect of these possible fluctuations on translated amounts or future
earnings. This is due to the Company's constantly changing exposure to various currencies, the fact that all foreign currencies do not react in the same manner in
relation to the U.S. dollar and the large number of currencies involved, although the Company's most significant income and cash flow exposures are to the
Brazilian real, Chinese renminbi, Euro, Indonesian rupiah, Malaysian ringgit, Mexican peso and South African rand.
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Although this currency risk is partially mitigated by the natural hedge arising from the Company's local product sourcing in many countries, a strengthening
U.S. dollar generally has a negative impact on the Company. In response to this fact, the Company uses financial instruments, such as forward contracts, to hedge
its exposure to certain foreign exchange risks associated with a portion of its investment in international operations. In addition to hedging against the balance sheet
impact of changes in exchange rates, the hedge of investments in international operations also has the effect of hedging cash flow generated by those operations.
The Company also hedges, with these instruments, certain other exposures to various currencies arising from amounts payable and receivable, non-permanent
intercompany transactions and a portion of purchases forecasted for generally up to the following 15 months. The Company does not seek to hedge the impact of
currency fluctuations on the translated value of the sales, profit or cash flow generated by its operations.
While the Company's derivatives that hedge a portion of its equity in its foreign subsidiaries and its fair value hedges of balance sheet risks all work together
to mitigate its exposure to foreign exchange gains or losses, they result in an impact to operating cash flows as they are settled. The net cash flow impact of these
currency hedges was an outflow of $2.3 million and inflows of $2.9 million and $0.1 million in 2019, 2018 and 2017, respectively.
The U.S. dollar equivalent of the Company's most significant net open forward contracts as of December 28, 2019 were to buy U.S. dollars worth $72.5
million and euros worth $56.6 million, and to sell Swiss Francs worth $50.3 million and Mexican pesos worth $31.9 million. In agreements to sell foreign
currencies in exchange for U.S. dollars, for example, an appreciating dollar versus the opposing currency would generate a cash inflow for the Company at
settlement, with the opposite result in agreements to buy foreign currencies for U.S. dollars. The notional amounts change based upon changes in the Company's
outstanding currency exposures. Based on rates existing as of December 28, 2019, the Company was in a net payable position of $3.8 million related to its currency
hedges under forward contracts. Currency fluctuations could have a significant impact on the Company's cash flow upon the settlement of its forward contracts.
Through the end of 2018, the Company recorded the impact of forward points in net interest expense and the same income statement line item that is used to
present the earnings effect of the hedged item starting in 2019.
A precise calculation of the impact of currency fluctuations is not practical since some of the contracts are between non-U.S. dollar currencies. The Company
continuously monitors its foreign currency exposure and expects to enter into additional contracts to hedge exposure in the future. See further discussion regarding
the Company's hedging activities for foreign currency in Note 9 to the Consolidated Financial Statements.
The Company is subject to credit risks relating to the ability of counterparties of hedging transactions to meet their contractual payment obligations. The risks
related to creditworthiness and non-performance have been considered in the determination of fair value for the Company's foreign currency forward exchange
contracts. The Company continues to closely monitor its counterparties and will take action, as appropriate and possible, to further manage its counterparty credit
risk.
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Commodity Price Risk
The Company is also exposed to rising material prices in its manufacturing operations and, in particular, the cost of oil and natural gas-based resins, including
the fact that in some cases resin prices are actually in, or are based on, currencies other than that of the unit buying the resin, which introduces a currency exposure
that is incremental to the exposure to changing market prices. Resins are the primary material used in production of most Tupperware® products, and the Company
estimates that 2020 cost of sales will include approximately $95 million for the cost of resin in the Tupperware ® brand products it produces and has contract
manufactured. The Company uses many different kinds of resins in its products. About three-fourths of the value of its resin purchases are “polyolefins” (simple
chemical structure, easily refined from oil and natural gas). The remaining one-fourth of the value of its resin purchases is more highly engineered. With a
comparable product mix and exchange rates, a 10 percent fluctuation in the cost of resin would impact the Company's annual cost of sales by approximately $10
million compared with the prior year. The amount the Company pays for its resins is impacted by the relative changes in supply and demand. The Company
partially manages its risk associated with rising resin costs by utilizing a centralized procurement function that is able to take advantage of bulk discounts while
maintaining multiple suppliers, and also enters into short-term pricing arrangements. It also manages its margin through cash flow hedges in some cases when it
purchases resin in currencies, or effectively in currencies, other than that of the purchasing unit. This is done through the pricing of its products, with price
increases over time on its product offerings generally in line with consumer inflation in each market, and its mix of sales through its promotional programs and
promotionally priced offers. It also, on occasion, makes advance material purchases to take advantage of current favorable pricing.
Real Estate Risk
The Company has a program to sell land held for development around its Orlando, Florida headquarters. This program is exposed to the risks inherent in the
real estate development process. Included among these risks is the ability to obtain all necessary government approvals, the success of attracting tenants for
commercial or residential developments in the Orlando real estate market, obtaining financing and general economic conditions, such as interest rate increases.
Based on the variety of factors that impact the Company's ability to close sales transactions, it cannot predict when the program will be completed.
Forward-Looking Statements
Certain statements made or incorporated by reference in this report are “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Statements that are not based on historical facts or information are forward-looking statements. Statements that include the words “believes,”
“expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future tense or conditional verbs such as “will,” “should,” “would,”
“may” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, the Company expresses an
expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations at the time this report is filed with the
SEC or, with respect to any documents or statements incorporated by reference, on the then current plans and expectations at the time such document was filed
with the SEC, or statement was made. Such forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those
projected in forward-looking statements. Except as required by law, and as outlined below the Company undertakes no obligation to update or revise any forward-
looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or changes to future results over time or
otherwise. Such risks and uncertainties include, among others, the following:
•
•
•
successful recruitment, retention and productivity levels of the Company's independent sales forces;
disruptions caused by the introduction of new or revised distributor operating models or sales force compensation systems or allegations by equity
analysts, former distributors or sales force members, government agencies or others as to the legality or viability of the Company's business model,
particularly in India;
disruptions caused by restructuring activities, including facility closure, and the combination and exit of business units, impacting business models, the
supply chain, as well as not fully realizing expected savings or benefits related to increasing sales from actions taken;
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
success of new products and promotional programs;
the ability to implement appropriate product mix and pricing strategies;
governmental regulation of materials used in products coming into contact with food (e.g. polycarbonate and polyethersulfone), as well as beauty,
personal care and nutritional products;
governmental regulation and consumer tastes related to the use of plastic in products and/or packaging material;
the ability to procure and pay for at reasonable economic cost, sufficient raw materials and/or finished goods to meet current and future consumer
demands at reasonable suggested retail pricing levels in certain markets, particularly those with stringent government regulations and restrictions;
the impact of changes in consumer spending patterns and preferences, particularly given the global nature of the Company's business;
the value of long-term assets, particularly goodwill and indefinite and definite-lived intangibles associated with acquisitions, and the realizability of the
value of recognized tax assets;
changes in plastic resin prices, other raw materials and packaging components, the cost of converting such items into finished goods and procured
finished products and the cost of delivering products to customers;
the introduction of Company operations in new markets outside the United States;
general social, economic and political conditions in markets, such as in Argentina, Brazil, China, France, India, Mexico, Russia and Turkey and other
countries impacted by such events;
issues arising out of the sovereign debt in the countries in which the Company operates, such as in Argentina and those in the Euro zone, resulting in
potential economic and operational challenges for the Company's supply chains, heightened counterparty credit risk due to adverse effects on customers
and suppliers, exchange controls (such as in Argentina and Egypt) and translation risks due to potential impairments of investments in affected markets;
disruptions resulting from either internal or external labor strikes, work stoppages, or similar difficulties, particularly in Brazil, France, India and South
Africa;
changes in cash flow resulting from changes in operating results, including from changes in foreign exchange rates, restructuring activities, working
capital management, debt payments, share repurchases and hedge settlements;
the impact of currency fluctuations on the value of the Company's operating results, assets, liabilities and commitments of foreign operations generally,
including their cash balances during and at the end of quarterly reporting periods, the results of those operations, the cost of sourcing products across
geographies and the success of foreign hedging and risk management strategies;
the impact of natural disasters, terrorist activities and epidemic or pandemic disease outbreaks, including the coronavirus outbreak;
the ability to repatriate, or otherwise make available, cash in the United States and to do so at a favorable foreign exchange rate and with favorable tax
ramifications, particularly from Brazil, China, India, Indonesia, Malaysia, Mexico and South Africa;
the ability to obtain all government approvals on, and to control the cost of infrastructure obligations associated with, property, plant and equipment;
the ability to timely and effectively implement, transition, maintain and protect necessary information technology systems and infrastructure;
cyberattacks and ransomware demands that could cause the Company to not be able to operate its systems and/or access or control its data, including
private data;
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•
•
•
•
•
•
•
•
•
the ability to attract and retain certain executive officers and key management personnel and the success of transitions or changes in leadership or key
management personnel;
the success of land buyers in attracting tenants for commercial and residential development and obtaining required government approvals and
financing;
the Company's access to, and the costs of, financing and the potential for banks with which the Company maintains lines of credit to be unable to fulfill
their commitments; the costs and covenant restrictions associated with the Company's credit arrangements and senior notes due in mid-2021; the
Company’s ability to comply with, or further amend, financial covenants under its credit agreements;
integration of non-traditional product lines into Company operations;
the effect of legal, regulatory and tax proceedings, as well as restrictions imposed on the Company's operations or Company representatives by foreign
governments, including changes in interpretation of employment status of the sales force by government authorities, exposure to tax responsibilities
imposed on the sales force and their potential impact on the sales force's value chain and resulting disruption to the business and actions taken by
governments to set or restrict the freedom of the Company to set its own prices or its suggested retail prices for product sales by its sales force to end
consumers and actions taken by governments to restrict the ability to convert local currency to other currencies in order to satisfy obligations outside
the country generally, and in particular in Argentina and Egypt;
the effect of competitive forces in the markets in which the Company operates, particularly related to sales of beauty, personal care and nutritional
products, where there are a greater number of competitors;
the impact of counterfeit and knocked-off products and programs in the markets in which the Company operates and the effect this can have on the
confidence of, and competition for, the Company's sales force members;
the impact of changes, changes in interpretation of or challenges to positions taken by the Company with respect to U.S. federal, state and foreign tax or
other laws, including with respect to the Tax Act in the United States and non-income taxes issues in Brazil, India, Indonesia and Mexico;
other risks discussed in Part I, Item 1A, Risk Factors, of this Report, as well as the Company's Consolidated Financial Statements, Notes to
Consolidated Financial Statements, other financial information appearing elsewhere in this Report and the Company's other filings with the SEC.
Other than updating for changes in foreign currency exchange rates through its monthly website updates, the Company does not intend to update forward-
looking information, except through its quarterly earnings releases.
Investors should also be aware that while the Company does, from time to time, communicate with securities analysts, it is against the Company's policy to
disclose to them any material non-public information or other confidential commercial information. Accordingly, it should not be assumed that the Company
agrees with any statement or report issued by any analyst irrespective of the content of the confirming financial forecasts or projections issued by others.
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Table of Contents
Item 8.
Financial Statements and Supplementary Data.
Tupperware Brands Corporation
Consolidated Statements of Income
(In millions, except per share amounts)
Net sales
Cost of products sold
Gross margin
Delivery, sales and administrative expense
Re-engineering and impairment charges
Impairment of goodwill and intangible assets
Gain on disposal of assets
Operating income
Interest income
Interest expense
Other (income) expense
Income before income taxes
Provision for income taxes
Net income (loss)
Basic earnings (loss) per common share
Diluted earnings (loss) per common share
December 28,
2019
Year Ended
December 29,
2018
December 30,
2017
$
1,797.9 $
2,069.7 $
610.8
1,187.1
999.4
34.7
40.0
12.9
125.9
2.2
41.5
(16.8)
103.4
91.0
692.2
1,377.5
1,060.5
15.9
—
18.7
319.8
2.8
46.5
(0.1)
276.2
120.3
$
$
$
12.4 $
0.26 $
0.25 $
155.9 $
3.12 $
3.11 $
2,255.8
744.3
1,511.5
1,159.2
66.0
62.9
9.1
232.5
2.9
46.1
4.2
185.1
450.5
(265.4)
(5.22)
(5.22)
The accompanying notes are an integral part of these financial statements.
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Tupperware Brands Corporation
Consolidated Statements of Comprehensive Income
(In millions)
Net income (loss)
Other comprehensive (loss) income:
Foreign currency translation adjustments
Deferred (loss) gain on cash flow hedges, net of tax benefit of $0.4, $0.1, and $0.8,
respectively
Pension and other post-retirement (costs) benefit, net of tax benefit (provision) of $3.4, ($0.5),
and ($1.2), respectively
Other comprehensive (loss) income
Total comprehensive (loss) income
December 28,
2019
Year Ended
December 29,
2018
December 30,
2017
$
12.4
$
155.9
$
(265.4)
(17.3)
(2.9)
(11.0)
(31.2)
$
(18.8)
$
(53.0)
0.1
4.4
(48.5)
107.4
$
42.4
(3.3)
3.0
42.1
(223.3)
The accompanying notes are an integral part of these financial statements.
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Table of Contents
Tupperware Brands Corporation
Consolidated Balance Sheets
(In millions, except share amounts)
ASSETS
Cash and cash equivalents
Accounts receivable, less allowances of $63.6 and $45.3, respectively
Inventories
Non-trade amounts receivable, net
Prepaid expenses and other current assets
Total current assets
Deferred income tax benefits, net
Property, plant and equipment, net
Operating lease assets
Long-term receivables, less allowances of $13.9 and $16.0, respectively
Trademarks and tradenames, net
Goodwill
Other assets, net
Total assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable
Short-term borrowings and current portion of long-term debt and finance lease obligations
Accrued liabilities
Total current liabilities
Long-term debt and finance lease obligations
Operating lease liabilities
Other liabilities
Shareholders' deficit:
Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued
Common stock, $0.01 par value, 600,000,000 shares authorized; 63,607,090 shares issued
Paid-in capital
Retained earnings
Treasury stock, 14,678,742 and 14,940,286 shares, respectively, at cost
Accumulated other comprehensive loss
Total shareholders' deficit
Total liabilities and shareholders' deficit
The accompanying notes are an integral part of these financial statements.
42
December 28,
2019
December 29,
2018
$
123.2 $
110.7
245.2
39.1
20.3
538.5
186.1
267.5
84.1
15.0
24.6
59.5
87.1
149.0
144.7
257.7
49.9
19.3
620.6
217.0
276.0
—
18.7
52.9
76.1
47.5
1,262.4 $
1,308.8
$
$
125.4 $
273.2
290.3
688.9
602.2
56.0
192.3
—
0.6
215.0
1,067.3
(921.6)
(638.3)
(277.0)
129.2
285.5
344.4
759.1
603.4
—
181.5
—
0.6
219.3
1,086.8
(939.8)
(602.1)
(235.2)
1,308.8
$
1,262.4 $
Table of Contents
(In millions, except per share amounts)
December 31, 2016
Net loss
Other comprehensive income
Cash dividends declared ($2.72 per share)
Stock and options issued for incentive plans
December 30, 2017
Net income
Cumulative effect of change in accounting principle
Other comprehensive loss
Cash dividends declared ($2.72 per share)
Repurchase of common stock
Stock and options issued for incentive plans
December 29, 2018
Net income
Cumulative effect of change in accounting principle
Other comprehensive loss
Cash dividends declared ($0.81 per share)
Stock and options issued for incentive plans
Tupperware Brands Corporation
Consolidated Statements of Shareholders' Equity
Common Stock
Treasury Stock
Shares
Dollars
Shares Dollars
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Total
Shareholders'
Equity
63.6 $
0.6
13.0 $ (880.2) $ 208.6 $ 1,455.3 $
(571.5)
$
(265.4)
(140.2)
42.1
(0.4)
28.7
9.2
(6.6)
63.6 $
0.6
12.6 $ (851.5) $ 217.8 $ 1,043.1 $
(529.4)
$
155.9
24.2
(136.1)
(24.2)
(48.5)
2.6
(100.2)
(0.2)
11.9
1.5
(0.3)
63.6 $
0.6
15.0 $ (939.8) $ 219.3 $ 1,086.8 $
(602.1)
$
12.4
12.1
(39.4)
(4.6)
(5.0)
(31.2)
(0.3)
18.2
(4.3)
212.8
(265.4)
42.1
(140.2)
31.3
(119.4)
155.9
—
(48.5)
(136.1)
(100.2)
13.1
(235.2)
12.4
7.1
(31.2)
(39.4)
9.3
December 28, 2019
63.6 $
0.6
14.7 $ (921.6) $ 215.0 $ 1,067.3 $
(638.3)
$
(277.0)
The accompanying notes are an integral part of these financial statements.
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Table of Contents
(In millions)
Operating Activities:
Net income (loss)
Tupperware Brands Corporation
Consolidated Statements of Cash Flow
December 28,
2019
Year Ended
December 29,
2018
December 30,
2017
$
12.4
$
155.9
$
(265.4)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
Equity compensation
Unrealized foreign exchange loss
Amortization of deferred debt costs
Net gains on disposal of assets, including insurance proceeds
Provision for bad debts
Write-down of inventories
Non-cash impact of re-engineering and impairment costs
Net change in deferred income taxes
Changes in assets and liabilities:
Accounts and notes receivable
Inventories
Non-trade amounts receivable
Prepaid expenses
Other assets
Accounts payable and accrued liabilities
Income taxes payable
Other liabilities
Net cash impact from hedging activity
Other
Net cash provided by operating activities
Investing Activities:
Capital expenditures
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
Financing Activities:
Dividend payments to shareholders
Proceeds from exercise of stock options
Repurchase of common stock
Repayment of long-term debt and finance lease obligations
Net change in short-term debt
Debt issuance costs
Net cash used in financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of period
55.2
10.4
(0.5)
0.7
(13.4)
28.6
12.4
40.0
19.1
9.3
(1.6)
(3.4)
(0.5)
(7.6)
(28.6)
(34.8)
(8.2)
(2.3)
0.2
87.4
(61.0)
34.0
(27.0)
(74.3)
—
(0.9)
(1.6)
(6.2)
(2.3)
(85.3)
(0.9)
(25.8)
151.9
58.2
14.5
(0.6)
0.6
(18.8)
20.4
7.5
1.3
59.8
(33.8)
(25.8)
1.0
1.1
1.1
(43.8)
(69.1)
(0.4)
2.9
—
132.0
(75.4)
40.7
(34.7)
(137.8)
0.3
(101.7)
(1.9)
162.1
—
(79.0)
(13.6)
4.7
147.2
$
126.1
$
151.9
$
60.5
22.6
(0.2)
0.6
(8.7)
16.8
8.3
69.1
307.7
(33.7)
(18.8)
(0.8)
2.5
(4.7)
44.1
14.3
3.1
0.1
—
217.4
(72.3)
14.7
(57.6)
(139.5)
11.8
(2.5)
(2.0)
15.6
—
(116.6)
8.0
51.2
96.0
147.2
The accompanying notes are an integral part of these financial statements.
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Note 1:
Summary of Significant Accounting Policies
Notes to the Consolidated Financial Statements
Principles of Consolidation. The consolidated financial statements include the accounts of Tupperware Brands Corporation and its subsidiaries, collectively
“Tupperware” or the “Company”, with all intercompany transactions and balances having been eliminated. The Company’s fiscal year ends on the last Saturday of
December and included 52 weeks during 2019, 2018 and 2017.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ
materially from these estimates.
Cash and Cash Equivalents. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash
equivalents. As of December 28, 2019 and December 29, 2018, $8.2 million and $7.8 million, respectively, of the cash and cash equivalents included on the
Consolidated Balance Sheets were held in the form of time deposits, certificates of deposit or similar instruments.
Allowance for Doubtful Accounts. The Company maintains current receivable amounts with most of its independent distributors and sales force in certain
markets. It also maintains long-term receivable amounts with certain of these customers. The Company regularly monitors and assesses its risk of not collecting
amounts owed by customers. This evaluation is based upon an analysis of amounts current and past due, along with relevant history and facts particular to the
customer. It is also based upon estimates of distributor business prospects, particularly related to the evaluation of the recoverability of long-term amounts due.
This evaluation is performed by business unit and account by account, based upon historical experience, market penetration levels and similar factors. It also
considers collateral of the customer that could be recovered to satisfy debts. The Company records its allowance for doubtful accounts based on the results of this
analysis. The analysis requires the Company to make significant estimates and as such, changes in facts and circumstances could result in material changes in the
allowance for doubtful accounts. The Company considers as past due any receivable balance not collected within its contractual terms.
Inventories. Inventories are valued at the lower of cost or net realizable value on a first-in, first-out basis. Inventory cost includes cost of raw material, labor
and overhead. The Company writes down its inventory for obsolescence or unmarketability in an amount equal to the difference between the cost of the inventory
and estimated market value based upon expected future demand and pricing. The demand and pricing is estimated based upon the historical success of product
lines as well as the projected success of promotional programs, new product introductions and the availability of new markets or distribution channels. The
Company prepares projections of demand and pricing on an item by item basis for all of its products. If inventory on hand exceeds projected demand or the
expected market value is less than the carrying value, the excess is written down to its net realizable value. If actual demand or the estimate of market value
decreases, additional write-downs would be required.
Internal Use Software Development Costs. The Company capitalizes internal use software development costs as they are incurred and amortizes such costs
over their estimated useful lives of three to five years, beginning when the software is placed in service. Net unamortized costs of such amounts included in
property, plant and equipment were $59.9 million and $39.4 million at December 28, 2019 and December 29, 2018, respectively. Amortization cost related to
internal use software development costs totaled $6.1 million, $5.8 million and $5.4 million in 2019, 2018 and 2017, respectively.
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Table of Contents
Property, Plant and Equipment. Property, plant and equipment is initially stated at cost. Depreciation is recorded on a straight-line basis over the following
estimated useful lives of the assets:
Building and improvements
Molds
Production equipment
Distribution equipment
Computer/telecom equipment
Capitalized software
Years
10 - 40
4 - 10
10
5 - 10
3 - 5
3 - 5
Depreciation expense was $41.0 million, $44.8 million and $45.6 million in 2019, 2018 and 2017, respectively. The Company considers the need for an
impairment review when events occur that indicate that the book value of a long-lived asset may exceed its recoverable value. Upon the sale or retirement of
property, plant and equipment, a gain or loss, if any, is recognized equal to the difference between sales price and net book value. Expenditures for maintenance
and repairs are charged to cost of products sold or delivery, sales and administrative (DS&A) expense, depending on the asset to which the expenditure relates.
Leases: On December 30, 2018, the Company adopted new guidance on lease accounting using the modified retrospective method, which required a
cumulative-effect adjustment to the opening balance of retained earnings of $7.1 million, net of taxes. Prior periods have not been restated. The standard did not
materially impact consolidated net income or liquidity, and did not have an impact on debt-covenant compliance under the Company's debt agreements. The new
guidance was applied to all operating and capital leases at the date of initial application. Leases historically referred to as capital leases are now referred to as
finance leases under the new guidance.
The Company elected the package of practical expedients permitted under the transition guidance, and as a basis for its lease policies, which allowed the
Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. The Company
also elected to not separate lease and non-lease components for all classes of underlying assets in which it is the lessee, and made an accounting policy election to
not account for leases with an initial term of 12 months or less on the balance sheet. In addition, the Company did not elect the hindsight practical expedient to
determine the reasonably certain lease term for existing leases. The Company recognizes payments on these leases on a straight-line basis over the lease term.
Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of $84.1 million and $85.2 million, respectively, as of
December 28, 2019 related to the Company's operating leases. The standard did not materially impact the Company's consolidated net earnings or cash flows.
Refer to Note 5 to the Consolidated Financial Statements for further information.
Goodwill. The Company's recorded goodwill relates primarily to the December 2005 acquisition of the direct selling businesses of Sara Lee Corporation. The
Company does not amortize its goodwill. Instead, the Company performs an annual assessment during the third quarter of each year to evaluate the assets in each
of its reporting units for impairment, or more frequently if events or changes in circumstances indicate that a triggering event for an impairment evaluation has
occurred. During 2017, the Company early adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update 2017-04: Simplifying the
Test for Goodwill Impairment.
The annual process for evaluating goodwill begins with an assessment for each entity of qualitative factors to determine whether a quantitative evaluation of
the unit's fair value compared with its carrying value is appropriate for determining potential goodwill impairment. The qualitative factors evaluated by the
Company include: macro-economic conditions of the local business environment, overall financial performance, sensitivity analysis from the most recent
quantitative fair value evaluation ("fair value test"), as prescribed under Accounting Standards Codification ("ASC") 350, Intangibles - Goodwill and Other, and
other entity specific factors as deemed appropriate. When the Company determines a fair value test is appropriate, it estimates the fair value of the reporting unit
and compares the result with its carrying amount, including goodwill, after any long-lived asset impairment charges. If the carrying amount of the reporting unit
exceeds its fair value, an impairment charge is recorded equal to the amount by which the carrying value exceeds the fair value, up to the amount of goodwill
associated with the reporting unit.
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Any fair value test necessary is done by using either the income approach or a combination of the income and market approaches, with generally a greater
weighting on the income approach (75 percent). The income approach, or discounted cash flow approach, requires significant assumptions to estimate the fair
value of each reporting unit. These include assumptions regarding future operations and the ability to generate cash flows, including projections of revenue, costs,
utilization of assets and capital requirements, along with an appropriate discount rate to be used. The most sensitive estimate in the fair value test is the projection
of operating cash flows, as these provide the basis for the estimate of fair market value. The Company’s cash flow model uses a forecast period of 10 years and a
terminal value. The growth rates are determined by reviewing historical results of the operating unit and the historical results of the Company’s similar business
units, along with the expected contribution from growth strategies being implemented. The market approach relies on an analysis of publicly-traded companies
similar to Tupperware and deriving a range of revenue and profit multiples. The publicly-traded companies used in the market approach are selected based on their
having similar product lines of consumer goods, beauty products and/or companies using a direct selling distribution method. The resulting multiples are then
applied to the reporting unit to determine fair value. Goodwill is further discussed in Note 7 to the Consolidated Financial Statements.
Intangible Assets. Intangible assets are recorded at their fair market values at the date of acquisition and definite-lived intangibles are amortized over their
estimated useful lives. The intangible assets included in the Company's Consolidated Financial Statements at December 28, 2019 and December 29, 2018 were
related to the acquisition of the Sara Lee direct selling businesses in December 2005. The weighted average estimated useful lives of the Company's intangible
assets were as follows:
Indefinite-lived tradenames
Definite-lived tradename
Weighted Average Estimated
Useful Life
Indefinite
10 years
The Company's indefinite-lived tradename intangible assets are evaluated for impairment annually during the third quarter of each year similarly to goodwill
beginning with a qualitative assessment. The annual process for assessing the carrying value of indefinite-lived tradename intangible assets begins with a
qualitative assessment that is similar to the assessment performed for goodwill. When the Company determines it is appropriate, the quantitative impairment
evaluation for the Company's indefinite-lived tradenames involves comparing the estimated fair value of the assets to the carrying amounts, to determine if fair
value is lower and a write-down required. If the carrying amount of a tradename exceeds its estimated fair value, an impairment charge is recognized in an amount
equal to the excess. The fair value of these assets is estimated using the relief from royalty method, which is a form of the income approach. Under this method, the
value of the asset is calculated by selecting a royalty rate, which estimates the amount a company would be willing to pay for the use of the asset. This rate is
applied to the reporting unit's projected revenue, tax affected and discounted to present value.
The Company's definite-lived intangible asset relates to the Fuller tradename and is being amortized since August 2013 based on its estimated useful life of 10
years. The Fuller tradename's useful life was estimated, at that time, based on the period that the tradename was expected to contribute directly to the Company's
revenue. Definite-lived intangible assets are reviewed for impairment in a similar manner as property, plant and equipment as discussed above. Amortization
related to definite-lived intangible assets is included in DS&A on the Consolidated Statements of Income. Intangible assets are further discussed in Note 7 to the
Consolidated Financial Statements.
Promotional and Other Accruals. The Company frequently makes promotional offers to members of its independent sales force to encourage them to fulfill
specific goals or targets for other activities, ancillary to the Company's sales, which are measured by defined group/team sales levels, party attendance, addition of
new sales force members or other business-critical functions. The awards offered are in the form of product awards, special prizes or trips.
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Programs are generally designed to recognize sales force members for achieving a primary objective. An example is holding a certain number of product
demonstrations. In this situation, the Company offers a prize to sales force members that achieve the targeted number of product demonstrations over a specified
period. The period runs from a couple of weeks to several months. The prizes are generally graded, in that meeting one level may result in receiving a piece of
jewelry, with higher achievement resulting in more valuable prizes such as a television or a trip. Similar programs are designed to reward current sales force
members who reach certain goals by promoting them to a higher level in the organization where their earning opportunity would be expanded, and they would take
on additional responsibilities for adding new sales force members and providing training and motivation to new and existing sales force members. Other business
drivers, such as scheduling product demonstrations, increasing the number of sales force members, holding product demonstrations or increasing end consumer
attendance at product demonstrations, may also be the focus of a program.
The Company also offers commissions for achieving targeted sales levels. These types of awards are generally based upon the sales achievement of at least a
mid-level member of the sales force, and her or his down-line members. The down-line consists of those sales force members that have been directly added to the
sales force by a given sales force member, as well as those added by her or his down-line member. In this manner, sales force members can build an extensive
organization over time if they are committed to adding and developing their units. In addition to the commission, the positive performance of a unit may also
entitle its leader to the use of a company-provided vehicle and in some cases, the permanent awarding of a vehicle. Similar to the prize programs noted earlier,
these programs generally offer varying levels of vehicles that are dependent upon performance.
The Company accrues for the costs of these awards during the period over which the sales force qualifies for the award and reports these costs primarily as a
component of DS&A expense. These accruals require estimates as to the cost of the awards, based upon estimates of achievement and actual cost to be incurred.
During the qualification period, actual results are monitored and changes to the original estimates are made when known. Promotional and other sales force
compensation expenses included in DS&A expense totaled $275.1 million, $313.3 million and $356.2 million in 2019, 2018 and 2017, respectively.
Like promotional accruals, other accruals are recorded over the time period that a liability is incurred and is both probable and reasonably estimable.
Adjustments to amounts previously accrued are made when changes occur in the facts and circumstances that generated the accrual.
Revenue Recognition. On December 31, 2017, the Company adopted new guidance on revenue from contracts with customers using the modified retrospective
method. The new guidance was applied to all contracts at the date of initial application. There was no impact on beginning retained earnings from the adoption as
of December 31, 2017. Results for reporting periods beginning December 31, 2017 are presented under the new guidance, while prior period amounts continue to
be reported in accordance with previous guidance without revision.
Under the new guidance, the contract is defined as the order received from the Company's customer who, in most cases, is one of the Company's independent
distributors or a member of its independent sales force. Revenue is recognized when control of the product passes to the customer, which is upon shipment, and is
recognized at the amount that reflects the consideration the Company expects to receive for the products sold, including various forms of discounts and net of
expected returns which is estimated using historical return patterns and current expectation of future returns. The Company elected to account for shipping and
handling activities that occur after the customer has obtained control of the product as an activity to fulfill the promise to transfer the product rather than as an
additional promised service. Generally, payment is either received in advance or in a relatively short period of time following shipment. When revenue is recorded,
estimates of returns are made and recorded as a reduction of revenue. Contracts with customers are evaluated to determine if there are separate performance
obligations that are not yet met. These obligations generally relate to product awards to be subsequently fulfilled. When that is the case, revenue is deferred until
each performance obligation is met. The impact as of the end of 2018 from deferred revenue was not material.
The Company's financial position and results of operations as of December 28, 2019 and December 29, 2018, and for the years then ended, were not materially
impacted by the adoption of the new guidance.
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Shipping and Handling Costs. The cost of products sold line item includes costs related to the purchase and manufacture of goods sold by the Company.
Among these costs are inbound freight charges, duties, purchasing and receiving costs, inspection costs, depreciation expense, internal transfer costs and
warehousing costs of raw material, work in process and packing materials. The warehousing and distribution costs of finished goods are included in DS&A
expense. Distribution costs are comprised of outbound freight and associated labor costs. Fees billed to customers associated with the distribution of products are
classified as revenue. The distribution costs included in DS&A expense in 2019, 2018 and 2017 were $127.8 million, $138.4 million and $142.2 million,
respectively.
Advertising and Research and Development Costs. Advertising and research and development costs are charged to expense as incurred. Advertising expense
totaled $4.7 million, $6.7 million and $9.3 million in 2019, 2018 and 2017, respectively. Research and development costs totaled $15.1 million, $15.0 million and
$16.7 million, in 2019, 2018 and 2017, respectively. Research and development expenses primarily include salaries, contractor costs and facility costs. Both
advertising and research and development costs are included in DS&A expense.
Accounting for Stock-Based Compensation. The Company has several stock-based employee and director compensation plans, which are described more fully
in Note 15 to the Consolidated Financial Statements. Compensation cost for share-based awards is recorded on a straight-line basis over the required service
period, based on the fair value of the award. The fair value of the stock option grants is estimated using the Black-Scholes option-pricing model, which requires
assumptions, including dividend yield, risk-free interest rate, the estimated length of time employees will retain their stock options before exercising them
(expected term) and the estimated volatility of the Company's common stock price over the expected term. These assumptions are generally based on historical
averages of the Company.
Compensation expense associated with restricted stock, restricted stock units and performance-vested share awards is equal to the market value of the
Company's common stock on the date of grant and is recorded pro rata over the required service period. The fair value of market-vested awards is based on a
Monte-Carlo simulation that estimates the fair value based on the Company's share price activity between the beginning of the year and the grant date relative to a
defined comparative group of companies, expected term of the award, risk-free interest rate, expected dividends, and the expected volatility of the stock of the
Company and those in the comparative group. The grant date fair value per share of market-vested awards already reflects the probability of achieving the market
condition, and is therefore used to record expense straight-line over the performance period regardless of actual achievement. For those awards with performance
vesting criteria, the expense is recorded straight-line over the required service period based on an assessment of achieving the criteria.
Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial
statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets also are recognized for credit carryforwards. Deferred tax
assets and liabilities are measured using the enacted rates applicable to taxable income in the years in which the temporary differences are expected to reverse and
the credits are expected to be used. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date. An assessment is made as to whether or not a valuation allowance is required to offset deferred tax assets. This assessment requires estimates as to
future operating results, as well as an evaluation of the effectiveness of the Company's tax planning strategies. These estimates are made on an ongoing basis based
upon the Company's business plans and growth strategies in each market and consequently, future material changes in the valuation allowance are possible.
The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. This guidance prescribes a minimum probability threshold that
a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be
sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of
the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate
settlement.
Interest and penalties related to tax contingency or settlement items are recorded as a component of the provision for income taxes in the Company's
Consolidated Statements of Income. The Company records accruals for tax contingencies as a component of accrued liabilities or other long-term liabilities on its
balance sheet.
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Net Income Per Common Share. Basic per share information is calculated by dividing net income by the weighted average number of shares outstanding.
Diluted per share information is calculated by also considering the impact of potential common stock on both net income and the weighted average number of
shares outstanding. The Company's potential common stock consists of employee and director stock options, restricted stock, restricted stock units and
performance share units. Performance share awards are included in the diluted per share calculation when the performance criteria are achieved. The Company's
potential common stock is excluded from the basic per share calculation, or when the Company has a net loss for the period, and is included in the diluted per share
calculation when doing so would not be anti-dilutive.
The elements of the earnings per share computations were as follows:
(In millions, except per share amounts)
Net income (loss)
Weighted average shares of common stock outstanding
Common equivalent shares:
Assumed exercise of dilutive options, restricted shares, restricted stock units and performance
share units
Weighted average common and common equivalent shares outstanding
Basic earnings (loss) per share
Diluted earnings (loss) per share
Shares excluded from the determination of potential common stock because inclusion would have
been anti-dilutive
$
$
$
2019
2018
2017
12.4 $
48.8
155.9 $
49.9
(265.4)
50.8
0.2
49.0
0.26 $
0.25 $
0.3
50.2
3.12 $
3.11 $
3.9
3.0
—
50.8
(5.22)
(5.22)
3.1
Derivative Financial Instruments. The Company recognizes in its Consolidated Balance Sheets the asset or liability associated with all derivative instruments
and measures those assets and liabilities at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge. The accounting for
changes in the value of a derivative accounted for as a hedge depends on the intended use of the derivative and the resulting designation of the hedge exposure.
Depending on how the hedge is used and the designation, the gain or loss due to changes in value is reported either in earnings, or initially in other comprehensive
income. Gains or losses that are reported in other comprehensive income are eventually recognized in earnings, with the timing of this recognition governed by
ASC 815, Derivatives and Hedging.
The Company uses derivative financial instruments, principally over-the-counter forward exchange contracts with major international financial institutions, to
offset the effects of exchange rate changes on net investments in certain foreign subsidiaries, certain forecasted purchases, certain intercompany transactions, and
certain accounts payable and accounts receivable. The Company also uses euro denominated borrowings under its Credit Agreement to hedge a portion of its net
investment in foreign subsidiaries. Gains and losses on instruments designated as net equity hedges of net investments in a foreign subsidiary or on intercompany
transactions that are permanent in nature are accrued as exchange rates change, and are recognized in shareholders' equity as a component of foreign currency
translation adjustments within accumulated other comprehensive loss. Gains and losses on contracts designated as fair value hedges of accounts receivable,
accounts payable and non-permanent intercompany transactions are accrued as exchange rates change and are recognized in income. Gains and losses on contracts
designated as cash flow hedges of identifiable foreign currency forecasted purchases are deferred and initially included in other comprehensive income. In
assessing hedge effectiveness through 2018, the Company excluded forward points, which were included as a component of interest expense.
On December 30, 2018, the Company adopted new guidance on hedge accounting, which required a cumulative-effect adjustment to the opening balance of
retained earnings and accumulated other comprehensive income of $5.0 million, net of taxes. As part of the adoption, the Company elected to include forward
points in the assessment of hedge effectiveness for net equity and cash flow hedges and exclude forward points in the assessment for fair value hedges. In addition,
the Company now records the entire change in fair value of hedging instruments in the same income statement line item as the earnings effect of the hedged item.
Prior to adoption, the impact from forward points was recorded as interest expense. Refer to Note 9 to the Consolidated Financial Statements for further discussion
on impact from new hedge accounting guidance.
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Fair Value Measurements. The Company applies the applicable accounting guidance for fair value measurements. This guidance provides the definition of fair
value, describes the method used to appropriately measure fair value in accordance with generally accepted accounting principles and outlines fair value disclosure
requirements.
The fair value hierarchy established under this guidance prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The
three levels of the fair value hierarchy are as follows:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which
transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the
reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily
industry-standard models that consider various assumptions, including quoted prices, time value, volatility factors, and current market and contractual prices
for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace
throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in
the marketplace.
Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally
developed methodologies that result in management's best estimate of fair value from the perspective of a market participant. The Company does not have
any recurring Level 3 fair value measurements.
Foreign Currency Translation. Results of operations of foreign subsidiaries are translated into U.S. dollars using average exchange rates during the year. The
assets and liabilities of those subsidiaries, other than those of operations in highly inflationary countries, are translated into U.S. dollars using exchange rates at the
balance sheet date. The related translation adjustments are included in accumulated other comprehensive loss. Foreign currency transaction gains and losses, as
well as re-measurement of financial statements of subsidiaries in highly inflationary countries, are included in income.
Inflation in Argentina and Venezuela has been at a high level the past several years. The Company uses a blended index of the Consumer Price Index and
National Consumer Price Index for determining highly inflationary status in Argentina and Venezuela. For Argentina, this blended index reached cumulative three-
year inflation in excess of 100 percent in 2018 and as such, the Company transitioned to highly inflationary status as of July 1, 2018. For Venezuela, this blended
index reached cumulative three-year inflation in excess of 100 percent at November 30, 2009 and as such, the Company transitioned to highly inflationary status at
the beginning of its 2010 fiscal year. Gains and losses resulting from the translation of the financial statements of subsidiaries operating in highly inflationary
economies are recorded in earnings.
For Venezuela, through fiscal 2017, the bolivar to U.S. dollar exchange rates used in translating the Company’s operating activity was based on an official rate
recognized by the Venezuelan government. As of the end of December 2017, the Company evaluated the significant inflationary environment in Venezuela, as
well as the actual exchange rates used to conduct business, particularly related to the procurement of resins to manufacture product. The Company concluded it
would use the parallel exchange rate in use in the country to value sales and profit beginning in 2018. As a result, as of the end of 2017, the Company remeasured
its balance sheet at the parallel rate available at that time, and evaluated the Venezuelan fixed assets for impairment.
In 2019, 2018 and 2017, the net expense in connection with re-measuring net monetary assets and recording in cost of sales inventory at the exchange rate
when it was purchased or manufactured compared with when it was sold, and in 2017 the write-down of inventory in Venezuela, was $1.6 million, $2.1 million
and $7.4 million, respectively. The amounts related to remeasurement are included in other expense. In 2017, there was also a fixed asset impairment charge for
Venezuela of $2.3 million, recorded in re-engineering and impairments caption.
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As of the end of 2019, the net monetary assets, which were of a nature that will generate income or expense for the change in value associated with exchange
rate fluctuations versus the U.S. dollar were immaterial. In addition, there was $25.5 million in cumulative foreign currency translation losses related to Venezuela
included in equity within the Consolidated Balance Sheets.
Product Warranty. Tupperware® brand products are guaranteed against chipping, cracking, breaking or peeling under normal non-commercial use of the
product with certain limitations. The cost of replacing defective products is not material.
New Accounting Pronouncements. In December 2019, the FASB issued a new standard to simplify the accounting for income taxes. The guidance eliminates
certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of
deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also
simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in
the tax basis of goodwill. This guidance is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently
evaluating the impact of the adoption of this amendment on its Consolidated Financial Statements, including accounting policies and processes.
In August 2018, the FASB issued an amendment to existing guidance on the accounting for implementation, setup, and other upfront costs incurred in a cloud
computing arrangement that is hosted by the vendor that is a service contract. Under the amendment, the requirement for capitalizing implementation costs
incurred in a hosting environment that is a service contract is aligned with the requirements for capitalizing implementation costs incurred for an internal-use
software license. This guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is
permitted. The Company estimates the amount of cloud computing implementation costs capitalized during 2020 to be immaterial.
In August 2018, the FASB issued an amendment to existing guidance on disclosure requirements for employers that sponsor defined benefit pension or other
post-retirement plans. Under the amendment, the entity is required to disclose the weighted-average interest crediting rates used, reasons for significant gains and
losses affecting the benefit obligation and an explanation of any other significant changes in the benefit obligation or plan assets. The amendment also removed
certain required disclosures that no longer are considered cost beneficial. This guidance is effective for fiscal years beginning after December 15, 2020. Early
adoption is permitted. The Company has evaluated the impact of adoption of this amendment and does not expect any impact on its Consolidated Financial
Statements.
In August 2018, the FASB issued an amendment to existing guidance on disclosure requirements on fair value measurement as part of its broader disclosure
framework project, which aims to improve the effectiveness of disclosures in the notes to the financial statements. Under this amendment, certain disclosure
requirements for fair value measurement were eliminated, modified and added. This guidance is effective for fiscal years beginning after December 15, 2019, and
interim periods within those fiscal years. The Company has evaluated the impact of adoption of this amendment and does not expect any impact on its
Consolidated Financial Statements.
In June 2016, the FASB issued an amendment to existing guidance for the measurement of credit losses on financial instruments and subsequent updates to
that amendment. This guidance replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses
and requires consideration of a broader range of reasonable and supportable information when recording credit loss estimates. The new standard is effective for
fiscal years and interim periods beginning after December 15, 2019. The Company has evaluated the impact of adoption of this amendment and does not expect a
material impact on its Consolidated Financial Statements.
Reclassifications. Certain prior year amounts have been reclassified in the Consolidated Financial Statements to conform to current year presentation. This
includes changes to the presentation of pension costs in other expense in the Company's Consolidated Statements of Income under ASU 2017-07, Improving the
Presentation of Net Periodic Pension Costs and Net Periodic Post-Retirement Benefit Costs. For applying the retrospective presentation requirements under this
standard, the Company used the practical expedient that allows for the use of amounts disclosed in its retirement benefit plans note for the year ended December
30, 2017 as the estimation basis.
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Note 2:
Re-engineering Costs
The Company recorded $34.7 million, $15.9 million and $63.7 million in re-engineering charges during 2019, 2018 and 2017, respectively. These re-
engineering costs were mainly related to the July 2017 revitalization program ("2017 program") and the transformation program announced in January 2019 ("2019
program"). The Company continually reviews its business models and operating methods for opportunities to increase efficiencies and/or align costs with business
performance.
In relation to the 2017 program, the Company incurred $4.5 million, $15.9 million and $63.7 million of charges in 2019, 2018 and 2017, respectively,
primarily related to severance costs incurred for headcount reductions in several of the Company’s operations in connection with changes in its management and
organizational structures. Under this program, the Company has incurred $84.1 million of pretax costs starting in the second quarter of 2017 through 2019. In
addition to the costs outlined below, the Company recorded $0.9 million and $3.6 million in cost of sales for inventory obsolescence in connection with the 2017
program in 2018 and 2017, respectively.
Pretax costs incurred related to the 2017 program by category were as follows:
(In millions)
Severance
Other
Total re-engineering charges
The re-engineering charges related to the 2017 program by segment were as follows:
(In millions)
Europe
Asia Pacific
North America
South America
Total re-engineering charges
2019
2018
2017
4.4 $
0.1
4.5 $
3.6 $
12.3
15.9 $
2019
2018
2017
2.7 $
10.2 $
0.6
1.2
—
0.5
3.8
1.4
4.5 $
15.9 $
48.1
15.6
63.7
47.9
4.8
11.0
—
63.7
$
$
$
$
The balances included in accrued liabilities related to re-engineering and impairment charges as of December 28, 2019, December 29, 2018, and December 30,
2017 were as follows:
(In millions)
Beginning balance
Provision
Adjustments and other charges
Cash expenditures:
Severance
Other
Currency translation adjustment
Ending balance
2019
2018
2017
$
23.3 $
45.4 $
4.5
(0.3)
(20.3)
(3.6)
(0.5)
15.9
3.0
(27.1)
(12.8)
(1.1)
$
3.1 $
23.3 $
1.6
63.7
(0.4)
(12.7)
(6.8)
—
45.4
The accrual balance as of December 28, 2019, related primarily to severance payments to be made during 2020.
During 2019, the Company incurred $26.4 million of costs related to the 2019 program, primarily related to severance costs, outside consulting services,
project team expenses, and distributor support. In addition to the costs outlined below, the Company recorded $0.9 million and $0.4 million in cost of sales for
inventory obsolescence and DS&A for bad debt expense, respectively, in connection with the 2019 program.
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Pretax costs incurred related to the 2019 program by category were as follows:
(In millions)
Severance
Other
Total re-engineering charges
The re-engineering charges related to the 2019 program by segment during 2019 were as follows:
(In millions)
Europe
Asia Pacific
Other
Total re-engineering charges
The balances included in accrued liabilities related to the 2019 program as of December 28, 2019 were as follows:
(In millions)
Beginning balance
Provision
Adjustments and other charges
Cash expenditures:
Severance
Other
Ending balance
13.1
13.3
26.4
12.4
11.1
2.9
26.4
2019
2019
2019
—
26.4
(1.7)
(0.9)
(10.9)
12.9
$
$
$
$
$
$
The accrual balance as of December 28, 2019, primarily related to severance payments to be made during 2020.
As of the end of December 2017, the Company evaluated the significant inflationary environment, the early 2018 devaluation of the currency in relation to the
U.S. dollar and the actual exchange rates being used to conduct business, particularly procurement of resins to manufacture product in Venezuela. The Company
concluded, it would use the parallel exchange rate in use in the country, which was approximately 99 percent lower than the official exchange rate that was used in
2017, to value sales and profit beginning of 2018. As a result of this evaluation, the Company recorded an impairment charge of $2.3 million dollars to reduce the
carrying value of its long-term fixed assets to zero. This impairment charge was included in the re-engineering and impairment charge caption of the Company's
Consolidated Income Statement, but is not a component of the program announced in July 2017. This was deemed a non-recurring, Level 3 measurement within
the fair value hierarchy.
Note 3:
Inventories
(In millions)
Finished goods
Work in process
Raw materials and supplies
Total inventories
2019
2018
197.1 $
22.4
25.7
245.2 $
203.9
25.0
28.8
257.7
$
$
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Note 4:
Property, Plant and Equipment
(In millions)
Land
Buildings and improvements
Molds
Production equipment
Distribution equipment
Computer/telecom equipment
Furniture and fixtures
Capitalized software
Construction in progress
Total property, plant and equipment
Less accumulated depreciation
Property, plant and equipment, net
Note 5:
Leases
2019
2018
$
29.4 $
171.2
687.6
268.7
38.9
43.2
29.2
115.1
16.6
43.3
175.6
681.0
262.2
39.4
43.6
28.4
89.0
23.9
1,399.9
(1,132.4)
$
267.5 $
1,386.4
(1,110.4)
276.0
The Company leases certain equipment, vehicles, office space, and manufacturing and distribution facilities, and recognizes the associated lease expense on a
straight-line basis over the lease term.
Some leases include one or more options to renew, with renewal terms that can extend the lease term from one year to five years, or more. The exercise of
lease renewal options is at the Company's discretion and renewal options that are reasonably certain to be exercised have been included in the lease term. The
depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain
of exercise.
Certain lease agreements held by the Company include rental payments adjusted periodically for inflation. The Company's lease agreements do not contain
any material residual value guarantees or material restrictive covenants.
The components of lease expense for 2019 were as follows:
(In millions)
Operating lease cost (a) (c)
Finance lease cost
Amortization of right-of-use assets (a)
Interest on lease liabilities (b)
Total finance lease cost
____________________
(a)
(b)
(c)
Included in DS&A and cost of products sold.
Included in interest expense.
Includes $3.8 million and $1.4 million related to short-term rent expense and variable rent expense, respectively.
Supplemental cash flow information related to leases is as follows:
(In millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Leased assets obtained in exchange for new operating lease liabilities
55
2019
51.7
0.9
0.2
1.1
2019
(50.1)
(0.2)
(1.8)
8.4
$
$
$
$
Table of Contents
Supplemental balance sheet information related to leases is as follows:
(In millions, except lease term and discount rate)
Operating Leases
Operating lease right-of-use assets
Accrued liabilities
Operating lease liabilities
Total Operating lease liabilities
Finance Leases
Property, plant and equipment, at cost
Accumulated amortization
Property, plant and equipment, net
Current portion of finance lease obligations
Long-term finance lease obligations
Total Finance lease liabilities
Weighted Average Remaining Lease Term
Operating Leases
Finance Leases
Weighted Average Discount Rate (a)
Operating Leases
Finance Leases
_________________________
(a) Calculated using Company's incremental borrowing rate.
Maturities of lease liabilities as of December 28, 2019 were as follows:
(In millions)
2020
2021
2022
2023
2024
Thereafter
Total lease payments
Less imputed interest
Total
56
$
$
$
$
$
$
$
2019
84.1
29.2
56.0
85.2
17.9
10.3
7.6
1.3
2.3
3.6
4.5 years
2.8 years
5.2%
5.1%
Operating Leases
Finance Leases
$
32.8 $
22.6
13.0
7.5
5.6
13.0
94.5
9.3
$
85.2 $
1.4
1.4
1.0
—
—
—
3.8
0.2
3.6
Table of Contents
Maturities of lease liabilities as of December 29, 2018 were as follows:
(In millions)
2019
2020
2021
2022
2023
Thereafter
Total
Operating Leases
Finance Leases
$
$
28.3 $
19.2
15.8
8.3
6.3
25.3
103.2 $
1.6
1.3
1.4
1.0
—
—
5.3
Rental expense for operating leases totaled $32.2 million and gross payments of financing leases totaled $2.5 million in fiscal year 2018.
As of December 28, 2019, the Company had $2.3 million of operating leases not yet commenced but are expected to commence in 2020 with a term of one
year to four years.
Note 6:
Accrued and Other Liabilities
Accrued Liabilities
(In millions)
Income taxes payable
Compensation and employee benefits
Advertising, promotion and returns
Taxes other than income taxes
Pensions
Post-retirement benefits
Operating lease liability
Dividends payable
Foreign currency contracts
Re-engineering
Other
Total accrued liabilities
Other Liabilities
(In millions)
Post-retirement benefits
Pensions
Income taxes
Deferred income tax
Other
Total other liabilities
2019
2018
$
25.1 $
51.5
42.4
23.7
2.5
1.2
29.2
—
19.6
17.1
78.0
46.6
56.0
41.3
21.7
11.8
1.3
—
33.1
22.6
23.3
86.7
$
$
$
290.3 $
344.4
2019
2018
11.4 $
118.2
9.7
3.3
49.7
192.3 $
11.3
105.7
15.1
7.3
42.1
181.5
Note 7:
Goodwill and Intangible Assets
The Company's goodwill and intangible assets relate primarily to the December 2005 acquisition of the direct selling businesses of Sara Lee Corporation.
Refer to Note 1 for the annual process for evaluating goodwill and intangible assets for impairment.
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In the third quarters of 2019 and 2018, the Company completed the annual assessments for all of its reporting units and indefinite-lived intangible assets,
concluding $19.7 million impairment existed as of the third quarter 2019, mainly for the impairment of goodwill associated with the Fuller Mexico beauty and
personal care products business in the amount of $17.5 million. This was a triggering event to assess the recoverability of the Fuller tradename, which concluded
no impairment as of the third quarter of 2019 based on actual and forecasted results of the units which support the Fuller tradename value.
The Nutrimetics tradename was also impaired by $2.2 million due to declining sales trends, leaving a $3.5 million carrying value as of September 28, 2019.
There were no impairments in 2018.
The impairment evaluation of the goodwill associated with the Fuller Mexico reporting unit involved comparing the fair value of the reporting unit to its
carrying value, including the goodwill balance, after consideration of impairment to its long-lived assets. There were no impairments of any long-lived assets. The
fair value analysis for Fuller Mexico was completed using the income approach, which was considered a Level 3 measurement within the fair value hierarchy. The
significant assumptions used in the income approach included estimates regarding future operations and the ability to generate cash flows, including projections of
revenue, costs, utilization of assets and capital requirements. The income approach, or discounted cash flow approach, also requires an estimate as to the
appropriate discount rate to be used. The most sensitive estimate in this valuation is the projection of operating cash flows, as these provide the basis for the
estimate of fair market value. The Company’s cash flow model used a forecast period of ten years with annual revenue growth rates ranging from negative eight
percent to positive four percent, a compound average growth rate of 0.2 percent, and a 2.5 percent growth rate used in calculating the terminal value. The discount
rate used was 14.9 percent. The growth rates were determined by reviewing historical results of the operating unit and the historical results of the Company’s other
similar business units, along with the expected contribution from growth strategies being implemented. As the fair value of Fuller Mexico was less than the
carrying value by more than the recorded goodwill balance, the remaining balance of goodwill recorded at Fuller Mexico was written off.
In the fourth quarter of 2019, as part of the on-going assessment of goodwill and intangible assets, the Company noted that the financial performance of the
units selling Fuller products had fallen below their previous trend lines and it concluded that they would fall significantly short of previous expectations. Sales
further declined in the fourth quarter of 2019 and margins significantly declined from third to fourth quarter resulting in an approximate 30 percent decrease in
margins in the forecasted period. This significant impact to margins also impacted the royalty rate which was reduced from the rate utilized in the third quarter of
2019. These declines in the financial performance were deemed to be a triggering event and a test for recoverability and impairment was performed over the
definite-lived intangible asset which included comparing the sum of the estimated undiscounted future cash flows attributable to the Fuller tradename to its
carrying value. The result of the impairment test was to record a $20.3 million impairment to the Fuller tradename included in the impairment of goodwill and
intangible assets caption of the Company's Consolidated Statements of Income. As the units that sell Fuller products are in different geographical areas,
impairments of $6.0 million, $13.6 million and $0.7 million were recorded for the Asia Pacific, North America and South America segments, respectively. The
Fuller tradename carrying value was $6.5 million as of December 28, 2019.
Amortization expense related to all intangible assets, most significantly at Fuller Mexico, was $7.2 million, $7.6 million and $7.9 million in 2019, 2018 and
2017, respectively. The estimated annual amortization expense associated with intangibles is $1.8 million annually in 2020 through 2022 and $1.2 million in 2023.
The following table reflects gross goodwill and accumulated impairments allocated to each reporting segment at December 28, 2019, December 29, 2018 and
December 30, 2017:
(In millions)
Gross goodwill balance at December 30, 2017
Effect of changes in exchange rates
Gross goodwill balance at December 29, 2018
Effect of changes in exchange rates
Gross goodwill balance at December 28, 2019
Europe
Asia Pacific
North
America
South
America
Total
$
29.9 $
78.1 $
134.9 $
3.6 $
246.5
(0.7)
29.2
0.1
(1.1)
77.0
0.1
(0.5)
134.4
1.0
(0.5)
3.1
(0.3)
(2.8)
243.7
0.9
$
29.3 $
77.1 $
135.4 $
2.8 $
244.6
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(In millions)
Cumulative impairments as of December 30, 2017
Goodwill impairment
Cumulative impairments as of December 29, 2018
Goodwill impairment
Europe
Asia Pacific
North
America
South America
Total
$
24.5 $
41.3 $
101.8 $
— $
167.6
—
24.5
—
—
41.3
—
—
101.8
17.5
—
—
—
—
167.6
17.5
185.1
18.2
6.4
24.6
20.3
32.6
52.9
Cumulative impairments as of December 28, 2019
$
24.5 $
41.3 $
119.3 $
— $
The gross carrying amount and accumulated amortization of the Company's intangible assets, other than goodwill, were as follows:
(In millions)
Indefinite-lived tradenames
Definite-lived tradename
Total intangible assets
(In millions)
Indefinite-lived tradenames
Definite-lived tradename
Total intangible assets
A summary of the identifiable intangible asset account activity is as follows:
Gross Carrying Value
$
18.2 $
$
53.3
71.5 $
Gross Carrying Value
$
20.3 $
$
70.5
90.8 $
December 28, 2019
Accumulated
Amortization
— $
46.9
46.9 $
December 29, 2018
Accumulated
Amortization
— $
37.9
37.9 $
Net
Net
(In millions)
Beginning balance
Impairment of intangible assets
Effect of changes in exchange rates
Ending balance
Note 8:
Financing Obligations
Debt Obligations
Debt obligations consisted of the following:
(In millions)
Fixed rate Senior Notes due 2021
Five-year Revolving Credit Agreement
Belgium facilities capital leases
Total debt obligations
Less current portion
Long-term debt and capital lease obligations
Year Ended
December 28,
2019
December 29,
2018
$
$
90.8
$
(22.5)
3.2
71.5
$
94.2
—
(3.4)
90.8
2019
2018
599.8 $
272.0
3.6
875.4
(273.2)
602.2 $
599.7
283.9
5.3
888.9
(285.5)
603.4
$
$
59
Table of Contents
(Dollars in millions)
Total short-term borrowings at year-end
Weighted average interest rate at year-end
Average short-term borrowings during the year
Weighted average interest rate for the year
Maximum short-term borrowings during the year
Senior Notes
2019
2018
272.0
$
2.1%
422.8
$
2.7%
548.9
$
283.9
2.3%
364.6
2.6%
509.9
$
$
$
On June 2, 2011, the Company completed the sale of $400 million in aggregate principal amount of 4.75% Senior Notes due June 1, 2021 under an indenture.
The notes sold in June 2011 were sold at a discount. Whether the Company will be able to repay or refinance, if at all, the Senior Notes will depend on market
conditions and the Company’s financial performance.
On March 11, 2013, the Company issued and sold an additional $200 million in aggregate principal amount of these notes (both issuances together, the
"Senior Notes") in a registered public offering. The notes sold in March 2013 were sold at a premium.
The Senior Notes were issued under an indenture (the “Indenture”) between the Company and its 100 percent subsidiary, Dart Industries Inc. (the
“Guarantor”) and Wells Fargo Bank, N.A., as trustee. As security for its obligations under the guarantee of the Senior Notes, the Guarantor has granted a security
interest in certain "Tupperware" trademarks and service marks. The guarantee and the lien securing the guarantee may be released under certain customary
circumstances specified in the Indenture. These customary circumstances include:
• payment in full of principal of and premium, if any, and interest on the Senior Notes;
• satisfaction and discharge of the Indenture;
• upon legal defeasance or covenant defeasance of the Senior Notes as set forth in the Indenture;
• as to any property or assets constituting collateral owned by the Guarantor that is released from its guarantee in accordance with the Indenture;
• with the consent of the holders of the requisite percentage of Senior Notes in accordance with the Indenture; and
• if the rating on the Senior Notes is changed to investment grade in accordance with the Indenture.
Prior to March 1, 2021, the Company may redeem the Senior Notes, at its option, at a redemption price equal to accrued and unpaid interest and the greater of
i) 100 percent of the principal amount to be redeemed; and ii) the present value of the remaining scheduled payments of principal and interest. In determining the
present value of the remaining scheduled payments, such payments shall be discounted to the redemption date using a discount rate equal to the Treasury Rate (as
defined in the Indenture) plus 30 basis points. On or after March 1, 2021, the redemption price will equal 100 percent of the principal amount of the Senior Notes
redeemed, plus accrued interest to the redemption date.
The Indenture includes covenants which, subject to certain exceptions, limit the ability of the Company and its subsidiaries to, among other things, (i) incur
indebtedness secured by liens on real property, (ii) enter into certain sale and leaseback transactions, (iii) consolidate or merge with another entity, or sell or
transfer all or substantially all of their properties and assets, and (iv) sell the capital stock of the Guarantor. In addition, upon a change of control, as defined in the
Indenture, the Company may be required to make an offer to repurchase the Senior Notes at 101 percent of their principal amount, plus accrued and unpaid
interest. The Indenture also contains customary events of default. These restrictions are not expected to impact the Company's operations. As of December 28,
2019, the Company was in compliance with all of its covenants.
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Credit Agreement
On March 29, 2019, the Company and its wholly owned subsidiaries Tupperware Nederland B.V., Administradora Dart, S. de R.L. de C.V., and Tupperware
Brands Asia Pacific Pte. Ltd. (the “Subsidiary Borrowers”), amended and restated its multicurrency Credit Agreement, amended by Amendment No. 1 dated
August 28, 2019 (so as amended, the "Credit Agreement"), with JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”), swingline
lender, joint lead arranger and joint bookrunner, and Credit Agricole Corporate and Investment Bank, HSBC Securities (USA) Inc., Mizuho Bank, Ltd. and Wells
Fargo Securities, LLC, as syndication agents, joint lead arrangers and joint bookrunners. The Credit Agreement replaces the credit agreement dated September 11,
2013 and as amended (the “Old Credit Agreement”) and, other than an increased aggregate amount that may be borrowed, an improvement in the consolidated
leverage ratio covenant and a slightly more favorable commitment fee rate, has terms and conditions similar to that of the Old Credit Agreement. The Credit
Agreement makes available to the Company and the Subsidiary Borrowers a committed five-year credit facility in an aggregate amount of $650 million (the
“Facility Amount”). The Credit Agreement provides (i) a revolving credit facility, available up to the full amount of the Facility Amount, (ii) a letter of credit
facility, available up to $50 million of the Facility Amount, and (iii) a swingline facility, available up to $100 million of the Facility Amount. Each of such
facilities is fully available to the Company and the Facility Amount is available to the Subsidiary Borrowers up to an aggregate amount not to exceed $325 million.
With the agreement of its lenders, the Company is permitted to increase, on up to three occasions, the Facility Amount by a total of up to $200 million (for a
maximum aggregate Facility Amount of $850 million), subject to certain conditions. As of December 28, 2019, the Company had total borrowings of $272.0
million outstanding under its Credit Agreement, with $174.9 million of that amount denominated in Euro. The Company routinely increases its revolver
borrowings under the Credit Agreement during each quarter to fund operating, investing and financing activities and uses cash available at the end of each quarter
to temporarily reduce borrowing levels. As a result, the Company incurs more interest expense and has higher foreign exchange exposure on the value of its cash
and debt during each quarter than would relate solely to the quarter end balances.
Loans made under the Credit Agreement will be composed of (i) “Eurocurrency Borrowings”, bearing interest determined in reference to the London
interbank offered rate ("LIBOR") or the EURIBOR rate for the applicable currency and interest period, plus a margin, and/or (ii) “ABR Borrowings”, bearing
interest at the sum of (A) the greatest of (x) the Prime Rate, (y) the NYFRB rate plus 0.5 percent, and (z) adjusted LIBOR on such day (or if such day is not a
business day, the immediately preceding business day) for a deposit in U.S. dollars with a maturity of one month plus 1 percent, and (B) a margin. The applicable
margin in each case will be determined by reference to a pricing schedule and will be based upon the better for the Company of (a) the Consolidated Leverage
Ratio (computed as consolidated funded indebtedness of the Company and its subsidiaries to the consolidated EBITDA (as defined in the Credit Agreement) of the
Company and its subsidiaries for the four fiscal quarters then most recently ended) for the fiscal quarter referred to in the quarterly or annual financial statements
most recently delivered, or (b) the Company’s then existing long-term debt securities rating by Moody’s Investor Service, Inc. or Standard and Poor’s Financial
Services, Inc. Under the Credit Agreement, the applicable margin for ABR Borrowings ranges from 0.375 percent to 0.875 percent, the applicable margin for
Eurocurrency Borrowings ranges from 1.375 percent to 1.875 percent, and the applicable margin for the commitment fee ranges from 0.150 percent to 0.275
percent. Loans made under the swingline facility will bear interest, if denominated in U.S. Dollars, at the same rate as an ABR Borrowing and, if denominated in
another currency, at the same rate as a Eurocurrency Borrowing. As of December 28, 2019, the Credit Agreement dictated a base rate spread of 150 basis points,
which gave the Company a weighted average interest rate on LIBOR-based borrowings of 2.10 percent on borrowings under the Credit Agreement that has a final
maturity date of March 29, 2024.
Similar to the Old Credit Agreement, the Credit Agreement contains customary covenants that, among other things, generally restrict the Company's ability to
incur subsidiary indebtedness, create liens on and sell assets, engage in certain liquidations or dissolutions, engage in certain mergers or consolidations, or change
lines of business. These covenants are subject to significant exceptions and qualifications.
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On February 28, 2020, the Company amended the Credit Agreement (the “Amendment”) in order to modify certain provisions, including the required
Consolidated Leverage Ratio. Previously, the Company had to maintain at specified measurement periods a Consolidated Leverage Ratio that was not greater than
or equal to 3.75 to 1.00. Following the Amendment, the Company is required to maintain at the last day of each quarterly measurement period a Consolidated
Leverage Ratio not greater than or equal to the ratio as set forth below opposite the period that includes such day (or, if such day does not end on the last day of the
calendar quarter, that includes the last day of the calendar quarter that is nearest to such day):
From the Amendment No. 2 effective date to and including June 27, 2020
Period
September 26, 2020
December 26, 2020
March 27, 2021
June 26, 2021 and thereafter
Consolidated Leverage Ratio
5.75 to 1.00
5.25 to 1.00
4.50 to 1.00
4.00 to 1.00
3.75 to 1.00
The Amendment also eliminated the requirement that a Non-Investment Grade Ratings Event must occur before the Company is required to cause the
Additional Guarantee and Collateral Requirement to be satisfied, each term, as defined in the Amendment. As a result, the Company is now required to cause
certain of its domestic subsidiaries to become guarantors and the Company and certain of its domestic subsidiaries are required to pledge additional collateral.
For purposes of the Credit Agreement, consolidated EBITDA represents earnings before interest, income taxes, depreciation and amortization, as adjusted to
exclude unusual, non-recurring gains as well as non-cash charges and certain other items. As of December 28, 2019, and currently, the Company was in
compliance with the financial covenants in the Credit Agreement. Had the Credit Agreement not been amended, the Company may have exceeded the
Consolidated Leverage Ratio for the four fiscal quarters ending in March 2020. This would have constituted an Event of Default, potentially resulting in a cross
default under cross-default provisions with respect to other of our debt obligations, giving the lenders the ability to terminate the revolving commitments,
accelerate outstanding amounts under the Credit Agreement, exercise certain remedies relating to the collateral securing the Credit Agreement and require the
Company to post cash collateral for all outstanding letters of credit. In addition to the relief provided in the Amendment, the Company has reduced certain
operating expenses beginning in 2020 and could use available cash to make debt repayments to lower its Consolidated Leverage Ratio.
Under the Credit Agreement and consistent with the Old Credit Agreement, the Guarantor unconditionally guarantees all obligations and liabilities of the
Company and the Subsidiary Borrowers relating to the Credit Agreement, supported by a security interest in certain "Tupperware" trademarks and service marks.
The Amendment eliminated the requirement that a Non-Investment Grade Ratings Event, as defined therein, must occur before the Company is required to cause
the Additional Guarantee and Collateral Requirement to be satisfied, each term, defined in the Amendment. Pursuant to the Amendment, the Company is required
to cause certain of its domestic subsidiaries to become guarantors and the Company and certain of its domestic subsidiaries to pledge additional collateral.
At December 28, 2019, the Company had $458.5 million of unused lines of credit, including $376.6 million under the committed, secured Credit Agreement,
and $81.9 million available under various uncommitted lines around the world. Interest paid on total debt in 2019, 2018 and 2017 was $40.7 million, $45.2 million
and $47.6 million, respectively. The 2018 and 2017 payments included forward points on foreign currency contracts.
Contractual Maturities
Contractual maturities for debt obligations at December 28, 2019 are summarized by year as follows (in millions):
Year ending:
December 26, 2020
December 25, 2021
December 31, 2022
Total
62
Amount
273.2
601.2
1.0
875.4
$
$
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Finance Leases
In 2007, the Company completed construction of a manufacturing facility in Belgium. Costs related to the new facility and equipment totaled $24.0 million
and were financed through a sale lease-back transaction under two separate leases. The two leases are being accounted for as finance leases and have initial terms
of 10 years and 15 years and interest rates of 5.1 percent. In 2010, the Company extended a lease on an additional building in Belgium that was previously
accounted for as an operating lease. As a result of renegotiating the terms of the agreement, the lease is now classified as finance and had an initial value of $3.8
million with an initial term of 10 years and an interest rate of 2.9 percent.
Following is a summary of significant finance lease obligations at December 28, 2019 and December 29, 2018:
(In millions)
Gross payments
Less imputed interest
Total finance lease obligation
Less current maturity
Finance lease obligation - long-term portion
Note 9:
Derivative Financial Instruments
December 28,
2019
December 29,
2018
$
$
3.8 $
0.2
3.6
1.3
2.3 $
5.8
0.5
5.3
1.6
3.7
The Company is exposed to fluctuations in foreign currency exchange rates on the earnings, cash flows and financial position of its international operations.
Although this currency risk is partially mitigated by the natural hedge arising from the Company's local manufacturing in many markets, a strengthening U.S.
dollar generally has a negative impact on the Company. In response, the Company uses financial instruments to hedge certain of its exposures and to manage the
foreign exchange impact to its financial statements. At its inception, a derivative financial instrument is designated as a fair value, cash flow or net equity hedge as
described in Note 1 to the Consolidated Financial Statements.
Fair value hedges are entered into with financial instruments such as forward contracts, with the objective of limiting exposure to certain foreign exchange
risks primarily associated with accounts payable and non-permanent intercompany transactions. For derivative instruments that are designated and qualify as fair
value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in current
earnings. In assessing hedge effectiveness, as of the beginning of 2019, the Company made the accounting policy election in accordance with ASU 2017-12 to
exclude forward points and record their impact in the same income statement line item that is used to present the earnings effect of the hedged item for 2019, Other
(income) expense. Prior to 2019, the forward points had been included as a component of interest expense. The forward points on fair value hedges resulted in
pretax income of $17.5 million, $19.8 million and $22.6 million for 2019, 2018 and 2017, respectively.
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Table of Contents
The Company also uses derivative financial instruments to hedge foreign currency exposures resulting from certain forecasted purchases and classifies these
as cash flow hedges. The majority of cash flow hedge contracts that the Company enters into relate to inventory purchases. At initiation, the Company's cash flow
hedge contracts are generally for periods ranging from one month to fifteen months. The effective portion of the gain or loss on the open hedging instrument is
recorded in other comprehensive income and is reclassified into earnings when settled through the same line item as the transaction being hedged. As such, the
balance at the end of the current reporting period in other comprehensive income, related to cash flow hedges, will generally be reclassified within the next twelve
months. The associated asset or liability on the open hedges is recorded in other current assets or accrued liabilities, as applicable. In assessing hedge effectiveness,
the Company made an accounting policy change as of December 30, 2018 to include forward points in the assessment of effectiveness for cash flow hedges
causing the impact from forward points to be recorded as part of other comprehensive income compared to interest expense as it previously had been recorded.
Based on the interest expense incurred for open cash flow hedges as of December 30, 2018, the Company recorded an adjustment of $1.2 million, net of taxes, to
accumulated comprehensive income and retained earnings to reflect this accounting policy change. There was an immaterial impact from forward points recorded
in other comprehensive income for activity related to 2019. The Company recognized $4.1 million of negative manufacturing variances that will be capitalized and
amortized over actual months of inventory turns related to the forward point impact from the settlement of cash flow hedges in 2019. The balance in accumulated
other comprehensive (loss), net of tax, resulting from open foreign currency hedges designated as cash flow hedges was a deferred loss of $2.4 million, and a
deferred gain of $1.7 million and $1.6 million as of December 28, 2019, December 29, 2018 and December 30, 2017, respectively. In 2019, 2018 and 2017, the
Company recorded in other comprehensive (loss), net of tax, a net loss of $2.9 million, a net gain of $0.1 million and a net loss of $3.3 million, respectively, which
represents the net change to accumulated other comprehensive income on the Company's balance sheet related to this type of hedges.
The Company also uses financial instruments, such as forward contracts and certain euro denominated borrowings under its Credit Agreement, to hedge a
portion of its net equity investment in international operations and classifies these as net equity hedges. Changes in the value of these financial instruments,
excluding any ineffective portion of the hedges, are included in foreign currency translation adjustments within accumulated other comprehensive loss. The
Company recorded, net of tax, in other comprehensive income a net loss of $22.5 million, gain of $23.7 million and loss of $21.2 million associated with these
hedges in 2019, 2018 and 2017, respectively. Due to the permanent nature of the investments, the Company does not anticipate reclassifying any portion of these
amounts to the income statement in the next twelve months. In assessing hedge effectiveness, the Company made an accounting policy change as of December 30,
2018 to include forward points in the assessment of effectiveness for net equity hedges causing the impact from forward points to be recorded as part of other
comprehensive income compared to interest expense as it previously had been recorded. The impact of forward points is being recorded in other comprehensive
income, and will remain there indefinitely since that is where the gains and losses on hedges of net equity are recorded. Based on the interest expense associated
with forward points incurred for open net equity hedges as of December 30, 2018, the Company recorded an adjustment of $3.8 million, net of taxes, to
accumulated comprehensive income and retained earnings to reflect this accounting policy change. The impact related to forward points on hedges of net equity
recorded as a component of other comprehensive income in 2019 were losses of $18.3 million.
The net cash flow impact from hedging activity for 2019, 2018 and 2017 was outflow of $2.3 million and inflows of $2.9 million and $0.1 million,
respectively.
The Company considers the total notional value of its forward contracts as the best measure of the volume of derivative transactions. As of December 28, 2019
and December 29, 2018, the notional amounts of outstanding forward contracts to purchase currencies were $137.7 million and $186.8 million, respectively, and
the notional amounts of outstanding forward contracts to sell currencies were $143.5 million and $184.6 million, respectively. As of December 28, 2019, the
notional values of the largest positions outstanding were to purchase $72.5 million of U.S. dollars and $56.6 million of euros and to sell $50.3 million of Swiss
francs and $31.9 million of Mexican pesos.
The following table summarizes the Company's derivative positions, which are the only assets and liabilities recorded at fair value on a recurring basis, and the
impact they had on the Company's financial position as of December 28, 2019 and December 29, 2018. Fair values were determined based on third party
quotations (Level 2 fair value measurement):
64
Table of Contents
Derivatives designated as hedging instruments
(in millions)
Balance sheet location
2019
2018
Balance sheet location
2019
2018
Foreign exchange contracts
Non-trade amounts
receivable
$
16.0 $
26.7 Accrued liabilities
$
19.8 $
22.6
Asset derivatives
Liability derivatives
Fair value
Fair value
The following table summarizes the impact on the results of operations for the years ended December 28, 2019, December 29, 2018 and December 30, 2017
for the components included in the hedge effectiveness assessment of the Company's fair value hedging positions:
Derivatives designated as
fair value hedges
(in millions)
Location of gain or
(loss) recognized in
income on
derivatives
Amount of gain or
(loss) recognized in
income on derivatives
2019
2018
2017
Location of (loss) or
gain recognized in
income on related
hedged items
Foreign exchange contracts
Other expense
$
9.6 $
(21.9) $
17.2 Other expense
Amount of (loss) or gain
recognized in income on
related hedged items
2019
2018
($9.6)
$21.6
2017
($17.1)
The following table summarizes the impact of Company's hedging activities on comprehensive income for the years ended December 28, 2019, December 29,
2018 and December 30, 2017:
Derivatives designated as cash flow
and net equity hedges (in millions)
Amount of (loss) or gain recognized in
OCI on derivatives (effective portion)
Location of (loss) or gain
reclassified from
accumulated OCI into
income (effective
portion)
Amount of (loss) or gain reclassified
from accumulated OCI into income
(effective portion)
Location of loss
recognized in income on
derivatives (ineffective
portion and amount
excluded from
effectiveness testing)
Amount of loss recognized in income
on derivatives (ineffective portion and
amounts excluded from effectiveness
testing)
Cash flow hedging
relationships
2019
2018
2017
2019
2018
2017
2019
2018
2017
Foreign exchange contracts
$
(6.3) $
6.9 $
(2.7)
sold
$
(3.1) $
6.9 $
1.4 Interest expense
$ — $
(4.1) $
(4.8)
Cost of products
Net equity hedging
relationships
Foreign exchange contracts
Euro denominated debt
(30.9)
2.6
26.5
3.8
(21.6)
(11.5)
Interest expense
— (21.2)
(26.0)
The Company's theoretical credit risk for each foreign exchange contract is its replacement cost, but management believes that the risk of incurring credit
losses is remote and such losses, if any, would not be material. The Company is also exposed to market risk on its derivative instruments due to potential changes
in foreign exchange rates; however, such market risk would be fully offset by changes in the valuation of the underlying items being hedged. For all outstanding
derivative instruments, the net accrued loss was $3.8 million and gain was $4.1 million and $2.6 million at December 28, 2019, December 29, 2018 and
December 30, 2017, respectively, and was recorded either in non-trade amounts receivable or accrued liabilities, depending upon the net position of the individual
contracts. The notional amounts shown above change based upon the Company's outstanding exposure to fair value fluctuations.
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Note 10:
Fair Value Measurements
Due to their short maturities or their insignificance, the carrying amounts of cash and cash equivalents, accounts and notes receivable, accounts payable,
accrued liabilities and short-term borrowings approximated their fair values at December 28, 2019 and December 29, 2018. The Company estimates that, based on
current market conditions, the value of its 4.75%, 2021 senior notes was $605.8 million at December 28, 2019, compared with the carrying value of $599.8 million.
The higher fair value resulted from changes, since issuance, in the corporate debt markets and investor preferences. The fair value of debt is classified as a Level 2
liability, and is estimated using quoted market prices as provided in secondary markets that consider the Company's credit risk and market-related conditions. See
Note 9 to the Consolidated Financial Statements for discussion of the Company's derivative instruments and related fair value measurements.
Note 11:
Accumulated Other Comprehensive Loss
(In millions, net of tax)
December 31, 2016
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Net other comprehensive income (loss)
December 30, 2017
Cumulative effect of change in Accounting Principle
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Net other comprehensive income (loss)
December 29, 2018
Cumulative effect of change in Accounting Principle
Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Net other comprehensive loss
December 28, 2019
Foreign
Currency Items
$
(544.3) $
Cash Flow
Hedges
Pension and
Other Post-
retirement Items
Total
4.9 $
(32.1) $
(571.5)
42.4
—
42.4
(2.5)
(0.8)
(3.3)
1.8
1.2
3.0
41.7
0.4
42.1
$
(501.9) $
1.6 $
(29.1) $
(529.4)
(24.2)
(53.0)
—
(53.0)
—
5.4
(5.3)
0.1
—
3.6
0.8
4.4
(24.2)
(44.0)
(4.5)
(48.5)
$
(579.1) $
1.7 $
(24.7) $
(602.1)
(3.8)
(17.3)
—
(17.3)
(1.2)
(5.1)
2.2
(2.9)
—
(10.7)
(0.3)
(11.0)
$
(600.2) $
(2.4) $
(35.7) $
(5.0)
(33.1)
1.9
(31.2)
(638.3)
Pretax amounts reclassified from accumulated other comprehensive loss that related to cash flow hedges consisted of net loss of $3.1 million and gains of $6.9
million and $1.4 million in 2019, 2018 and 2017, respectively. Associated with these items were a tax benefit of $0.9 million and tax provisions of $1.6 million and
$0.6 million in 2019, 2018 and 2017, respectively. See Note 9 for further discussion of derivatives.
In 2019, 2018 and 2017, pretax amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items consisted
of prior service benefits of $1.3 million, $0.7 million and $1.3 million, respectively, and pension settlement costs of $0.7 million, $1.3 million and $1.0 million,
respectively, and actuarial losses of $0.3 million, $0.2 million and $2.0 million, respectively. Associated with these items was a tax benefit of $0.5 million in 2017.
There was no tax amount associated with these items in 2019 and 2018. See Note 14 for further discussion of pension and other post-retirement benefit costs.
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Note 12:
Statements of Cash Flows Supplemental Disclosure
Under the Company's stock incentive programs, employees are allowed to use shares retained by the Company to satisfy minimum statutorily required
withholding taxes in certain jurisdictions. In 2019, 2018 and 2017, 44,131, 32,445 and 40,777 shares, respectively, were retained to fund withholding taxes, with
values totaling $0.9 million, $1.5 million and $2.5 million, respectively, which were included as stock repurchases in the Consolidated Statements of Cash Flows.
Restricted cash is not material and is recorded in either prepaid and other current assets or in long-term other assets.
Note 13:
Income Taxes
For income tax purposes, the domestic and foreign components of income (loss) before taxes were as follows:
(In millions)
Domestic
Foreign
Total
2019
2018
2017
$
$
(44.9) $
148.3
103.4 $
(54.2) $
330.4
276.2 $
(76.2)
261.3
185.1
The domestic and foreign components of income (loss) before taxes reflect adjustments as required under certain advanced pricing agreements and exclude
repatriation of foreign earnings to the United States.
The provisions for current and deferred income taxes are summarized as follows:
(In millions)
Current:
United States
International
State and local
Deferred:
United States
International
State and local
Total
2019
2018
2017
$
6.8 $
13.2 $
71.7
0.9
79.4
(7.9)
18.4
1.1
11.6
80.8
(1.0)
93.0
26.1
1.7
(0.5)
27.3
$
91.0 $
120.3 $
25.6
136.9
2.1
164.6
312.9
(25.6)
(1.4)
285.9
450.5
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Table of Contents
A reconciliation of the provision for income taxes and income taxes computed using the U.S. federal statutory rate were as follows:
(In millions)
Amount computed using statutory rate
Increase (reduction) in taxes resulting from:
Foreign direct taxes in excess of credits
Foreign rate differential
Foreign-derived intangible income, benefit
GILTI, net of credits
Impact of changes in U.S. tax legislation
Other changes in valuation allowances for deferred tax assets
Impact of equity based compensation
Foreign and domestic tax audit settlement and adjustments
Other
Total
2019
2018
2017
$
21.7 $
58.0 $
64.8
8.2
30.4
(1.7)
9.8
(22.2)
45.6
2.8
—
(3.6)
(10.1)
(8.3)
—
10.9
39.6
36.2
0.6
—
(6.6)
(5.8)
14.3
—
—
375.0
5.3
—
(2.5)
(0.6)
$
91.0 $
120.3 $
450.5
The effective tax rates for 2019, 2018 and 2017 were 87.9 percent, 43.6 percent and 243.4 percent, respectively. In 2019, the effective tax rate (income taxes
as a percentage of income from continuing operations before income taxes) was higher than the U.S. statutory rate due to continued negative impacts from the tax
reform provisions such as GILTI inclusions, interest deduction limitations, a jurisdictional mix of offshore earnings in countries with statutory tax rates higher than
the U.S. and certain valuation allowances that were booked against existing deferred tax assets in 2019. The effective tax rates for 2018 and 2017 are higher than
the U.S. statutory rate which reflect the various impacts of the Tax Cuts and Jobs Act of 2017 (“the Tax Act”).
In accordance with U.S. GAAP, the Company made the accounting policy election to treat GILTI as a current period expense starting in fiscal year 2018.
Therefore, the Company has not provided any deferred tax impacts of GILTI in the Consolidated Financial Statements. The Company recognized $16.9 million
and $10.9 million of tax cost associated with GILTI ( before credits) for the years ended December 28, 2019 and December 29, 2018, respectively. The expense
recorded in 2018 did not significantly change due to the U.S. Treasury issuance of final regulations.
The Company also completed a comprehensive analysis of the foreign-derived intangible income (“FDII”) based on additional guidance provided in the
proposed regulations issued by the U.S. Treasury Department in 2018. FDII activity for the year ended December 28, 2019 resulted in a benefit of $1.7 million.
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The components of deferred income tax assets (liabilities) were as follows:
(In millions)
Purchased intangibles
Lease Liabilities
Other
Gross deferred tax liabilities
Credit and net operating loss carry forwards (net of unrecognized tax benefits)
Employee benefits accruals
Deferred costs
Fixed assets basis differences
Capitalized intangibles
Other accruals
Accounts receivable
Post-retirement benefits
Depreciation
Lease Assets
Inventory
Gross deferred tax assets
Valuation allowances
Net deferred tax assets
2019
2018
$
(9.1) $
(22.7)
(0.8)
(32.6)
296.3
45.5
39.5
19.9
21.7
56.6
14.5
3.3
5.5
22.7
5.6
531.1
(315.6)
$
182.9 $
(17.4)
—
(1.6)
(19.0)
314.2
45.5
35.1
18.6
19.1
62.0
1.3
3.4
9.4
—
4.7
513.3
(284.6)
209.7
At December 28, 2019, the Company had gross federal, state, and international tax operating losses of $0 million, $10.8 million and $440.8 million,
respectively. These tax loss carryforwards have expiration dates ranging between one year and no expiration in certain instances. The estimated gross foreign tax
credit carryforwards for 2019 and 2018 are $189.5 million and $193.5 million, respectively. These credit carryforwards have expirations ranging from one to ten
years.
At December 28, 2019 and December 29, 2018, the Company had valuation allowances against certain deferred tax assets, including the tax loss and credit
carryforwards mentioned above, totaling $315.6 million and $284.6 million, respectively. The increase in valuation allowance was primarily associated with
booking a full reserve against the foreign tax credits, the interest expense carryforwards created by the Tax Act, and net operating losses. These valuation
allowances relate to tax assets in jurisdictions where it is management's best estimate that there is not a greater than 50 percent probability that the benefit of the
assets will be realized in the associated tax returns.
As of December 28, 2019 the Company has approximately $2.0 billion of cumulative undistributed earnings of its non-U.S. subsidiaries. The Tax Act imposed
a mandatory transition tax on accumulated foreign earnings and generally eliminated U.S. taxes on foreign subsidiary distribution with the exception of foreign
withholding taxes and other foreign local tax. The Company generally does not provide for taxes related to our undistributed earnings because such earnings either
would not be taxable when remitted or they are considered to be indefinitely reinvested. If in the foreseeable future, the Company can no longer demonstrate that
these earnings are indefinitely reinvested, a deferred tax liability will be recognized. As of December 28, 2019, the Company has recorded a deferred tax liability
of $8.8 million on $178.3 million of earnings it has deemed to not be permanently reinvested. A determination of the amount of the unrecognized deferred tax
liability related to other undistributed earnings is not practicable due to the complexity and variety of assumptions necessary based on the manner in which the
undistributed earnings would be repatriated.
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As of December 28, 2019 and December 29, 2018, the Company's accrual for uncertain tax positions was $13.5 million and $15.1 million, respectively. The
Company estimates that approximately $13.2 million of that amount, if recognized, would impact the effective tax rate. A reconciliation of the beginning and
ending amount of accrual for uncertain tax positions is as follows:
(In millions)
Balance, beginning of year
Additions based on tax positions related to the current year
Additions for tax positions of prior year
Reduction for tax positions of prior years
Settlements
Reductions for lapse in statute of limitations
Impact of foreign currency rate changes versus the U.S. dollar
2019
2018
2017
$
15.1 $
19.8 $
1.1
3.0
(2.4)
(3.0)
(0.3)
—
2.2
0.5
(3.4)
—
(3.6)
(0.4)
Balance, end of year
$
13.5 $
15.1 $
20.7
3.6
2.2
(3.0)
(1.2)
(3.7)
1.2
19.8
In evaluating uncertain tax positions, the Company makes determinations regarding the application of complex tax rules, regulations and practices. Uncertain
tax positions are evaluated based on many factors including but not limited to changes in tax laws, new developments and the impact of tax audit settlements on
future periods.
Interest and penalties related to uncertain tax positions in the Company's global operations are recorded as a component of the provision for income taxes. The
Company had accrued $4.0 million for the potential payment of interest and penalties as of December 28, 2019 and $4.0 million of this total could favorably
impact future tax rates. The Company had accrued $5.5 million for the potential payment of interest and penalties as of December 29, 2018 and $5.5 million of this
total could favorably impact future tax rates if recognized and released.
The Company operates globally and files income tax returns in the United States with federal and various state agencies, and in foreign jurisdictions. The
Company paid income taxes in 2019, 2018 and 2017 of $98.9 million, $124.5 million and $123.3 million, respectively. The Company has a foreign subsidiary
which receives a tax holiday that expires in 2020. The net benefit of this and other previous tax holidays was $0.1 million, $0.3 million and $0.7 million in 2019,
2018 and 2017, respectively.
In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The Company is currently under
examination or contesting proposed adjustments by various state and international tax authorities for fiscal years ranging from 2004 through 2018. It is reasonably
possible that there could be a significant decrease or increase to the unrecognized tax benefit balance during the course of the next twelve months as these
examinations continue, other tax examinations commence or various statutes of limitations expire. While the Company does not currently expect material changes,
it is possible that the amount of unrecognized benefit with respect to the uncertain tax positions will significantly increase or decrease related to audits in various
foreign jurisdictions that may conclude during that period or new developments that could also, in turn, impact the Company's assessment relative to the
establishment of valuation allowances against certain existing deferred tax assets. An estimate of the range of possible changes cannot be made for remaining
unrecognized tax benefits because of the significant number of jurisdictions in which the Company does business and the number of open tax periods.
Note 14:
Retirement Benefit Plans
The Company has various defined benefit pension plans covering substantially all domestic employees employed as of June 30, 2005 and certain employees in
other countries. In addition to providing pension benefits, the Company provides certain post-retirement healthcare and life insurance benefits for selected U.S. and
Canadian employees. Employees may become eligible for these benefits if they reach normal retirement age while working for the Company or satisfy certain age
and years of service requirements. The medical plans are contributory for most retirees with contributions adjusted annually, and contain other cost-sharing
features, such as deductibles and coinsurance. The medical plans include an allowance for Medicare for post-65 age retirees. Most employees and retirees outside
the United States are covered by government healthcare programs.
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The Company uses its fiscal year end as the measurement date for its plans. The funded status of all of the Company's plans was as follows:
(In millions)
Change in benefit obligations:
Beginning balance
Service cost
Interest cost
Actuarial (gain) loss
Benefits paid
Impact of exchange rates
Plan participant contributions
Settlements/Curtailments (a)
Ending balance
Change in plan assets at fair value:
Beginning balance
Actual return on plan assets
Company contributions
Plan participant contributions
Benefits and expenses paid
Impact of exchange rates
Settlements
Ending balance
Funded status of plans
U.S. plans
Foreign plans
Pension benefits
Post-retirement benefits
Pension benefits
2019
2018
2019
2018
2019
2018
$
45.5 $
50.7 $
12.6 $
15.2 $
178.3 $
194.9
—
1.6
4.6
(0.9)
—
—
(11.8)
—
1.6
(3.7)
(0.8)
—
—
(2.3)
0.1
0.5
0.8
(1.4)
—
—
—
0.1
0.5
(1.7)
(1.4)
(0.1)
—
—
7.3
4.4
17.5
(4.5)
(1.2)
1.0
(10.1)
39.0 $
45.5 $
12.6 $
12.6 $
192.7 $
24.4 $
29.0 $
— $
— $
81.9 $
6.4
10.9
—
(1.3)
—
(11.8)
(1.8)
0.7
—
(1.2)
—
(2.3)
—
1.4
—
(1.4)
—
—
—
1.4
—
(1.4)
—
—
5.8
8.8
1.0
(4.5)
(0.3)
(10.1)
28.6 $
24.4 $
— $
— $
82.6 $
8.4
3.8
(6.8)
(7.5)
(4.8)
0.9
(10.6)
178.3
87.7
(3.1)
11.2
0.9
(7.5)
(1.7)
(5.6)
81.9
(10.4) $
(21.1) $
(12.6) $
(12.6) $
(110.1) $
(96.4)
$
$
$
$
(a)
Includes $5.0 million pension obligations replaced by severance obligations to be paid as part of the 2018 closure of the supply chain facility in France. See
Note 2 for discussion of re-engineering charges.
Amounts recognized in the balance sheet consisted of:
(In millions)
Accrued benefit liability
Accumulated other comprehensive loss (pretax)
December 28,
2019
December 29,
2018
$
(133.1) $
49.8
(130.1)
35.3
Items not yet recognized as a component of pension expense as of December 28, 2019 and December 29, 2018 consisted of:
(In millions)
Transition obligation
Prior service cost (benefit)
Net actuarial loss (gain)
Accumulated other comprehensive loss (income) pretax
2019
2018
Pension
Benefits
Post-retirement
Benefits
Pension
Benefits
Post-retirement
Benefits
2.0 $
2.0
50.3
54.3 $
— $
(3.4)
(1.1)
(4.5)
$
2.4 $
2.1
37.4
41.9 $
—
(4.7)
(1.9)
(6.6)
$
$
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Components of other comprehensive loss (income) for the years ended December 28, 2019 and December 29, 2018 consisted of the following:
(In millions)
Net prior service cost
Net actuarial loss (gain)
Impact of exchange rates
Other comprehensive loss (income)
2019
2018
Pension
Benefits
Post-retirement
Benefits
Pension
Benefits
Post-retirement
Benefits
$
$
(0.1) $
12.9
(0.4)
12.4 $
1.3 $
0.8
—
2.1 $
0.9 $
(4.9)
(0.4)
(4.4) $
1.3
(1.7)
—
(0.4)
In 2020, the Company expects to recognize a prior service benefit of $1.5 million and a net actuarial loss of $3.0 million as components of pension and post-
retirement expense.
The accumulated benefit obligation for all defined benefit pension plans at December 28, 2019 and December 29, 2018 was $206.4 million and $201.9
million, respectively. At December 28, 2019 and December 29, 2018, the accumulated benefit obligations of certain pension plans exceeded those respective plans'
assets. For those plans, the accumulated benefit obligations were $177.9 million and $199.9 million, and the fair value of their assets was $82.4 million and $104.2
million as of December 28, 2019 and December 29, 2018, respectively. At December 28, 2019 and December 29, 2018, the benefit obligations of the Company's
significant pension plans exceeded those respective plans' assets. The accrued benefit cost for the pension plans is reported in accrued liabilities and other long-
term liabilities.
The costs associated with all of the Company's plans were as follows:
(Dollars in millions)
Components of net periodic benefit cost:
Service cost and expenses
Interest cost
Return on plan assets
Settlement/Curtailment
Employee contributions
Net deferral
Net periodic benefit cost (income)
Weighted average assumptions:
U.S. plans
Discount rate, net periodic benefit cost
Discount rate, benefit obligations
Return on plan assets
Salary growth rate, net periodic benefit cost
Salary growth rate, benefit obligations
Foreign plans
Discount rate
Return on plan assets
Salary growth rate
____________________
na Not applicable
Pension benefits
Post-retirement benefits
2019
2018
2017
2019
2018
2017
$
$
7.3
6.0
(4.1)
0.7
(0.2)
0.3
8.4
5.4
(4.4)
1.3
(0.2)
0.8
$
10.4
$
5.6
(4.4)
1.0
(0.2)
2.0
$
0.1
0.5
—
—
—
$
0.1
0.5
—
—
—
(1.3)
(1.3)
$
10.0
$
11.3
$
14.4
$
(0.7)
$
(0.7)
$
0.1
0.7
—
—
—
(1.3)
(0.5)
4.3%
3.3%
3.8%
4.3%
3.5%
4.0%
3.3
7.0
—
—
4.0
7.0
—
—
3.3
7.3
—
—
1.9%
2.6%
2.2%
2.6
2.8
3.0
2.8
3.1
2.7
3.3
na
na
na
na
na
na
4.2
na
na
na
na
na
na
3.5
na
na
na
na
na
na
72
Table of Contents
The Company has established strategic asset allocation percentage targets for significant asset classes with the aim of achieving an appropriate balance
between risk and return. The Company periodically revises asset allocations, where appropriate, in an effort to improve return and/or manage risk. The expected
return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of plan assets. The market-related
value of plan assets is based on long-term expectations given current investment objectives and historical results. The expected rate of return assumption used by
the Company to determine the benefit obligation for its U.S. and foreign plans for 2019 was 7.0 percent and 2.6 percent, respectively, and 7.0 percent and 3.0
percent for 2018, respectively.
The Company determines the discount rate primarily by reference to rates on high-quality, long-term corporate and government bonds that mature in a pattern
similar to the expected payments to be made under the various plans. The weighted average discount rates used to determine the benefit obligation for its U.S. and
foreign plans for 2019 was 3.3 percent and 1.9 percent, respectively, and 4.0 percent and 2.6 percent for 2018, respectively.
The Company sponsors a number of pension plans in the United States and in certain foreign countries. There are separate investment strategies in the United
States and for each unit operating internationally that depend on the specific circumstances and objectives of the plans and/or to meet governmental requirements.
The Company's overall strategic investment objectives are to preserve the desired funded status of its plans and to balance risk and return through a wide
diversification of asset types, fund strategies and investment managers. The asset allocation depends on the specific strategic objectives for each plan and is
rebalanced to obtain the target asset mix if the percentages fall outside of the range considered acceptable. The investment policies are reviewed from time to time
to ensure consistency with long-term objectives. Options, derivatives, forward and futures contracts, short positions, or margined positions may be held in
reasonable amounts as deemed prudent. For plans that are tax-exempt, any transactions that would jeopardize this status are not allowed. Lending of securities is
permitted in some cases in which appropriate compensation can be realized. While the Company's plans do not invest directly in its own stock, it is possible that
the various plans' investments in mutual, commingled or indexed funds or insurance contracts (GIC's) may hold ownership of Company securities. The investment
objectives of each plan are more specifically outlined below.
The Company's weighted average asset allocations at December 28, 2019 and December 29, 2018, by asset category, were as follows:
Asset category
Equity securities
Fixed income securities
Cash and money market investments
Guaranteed contracts
Other
Total
2019
2018
U.S. plans
Foreign plans
U.S. plans
Foreign plans
64%
36
—
—
—
100%
73
29%
18
6
45
2
100%
61%
39
—
—
—
100%
25%
17
7
50
1
100%
Table of Contents
The fair value of the Company's pension plan assets at December 28, 2019 by asset category was as follows:
Description of assets (in millions)
Domestic plans:
December 28,
2019
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Common/collective trust (a)
$
28.7 $
— $
28.7 $
Foreign plans:
Australia
Investment fund (b)
Switzerland
Guaranteed insurance contract (c)
Germany
Belgium
Austria
Korea
Japan
Guaranteed insurance contract (c)
Mutual fund (d)
Guaranteed insurance contract (c)
Guaranteed insurance contract (c)
Common/collective trust (e)
Philippines
Fixed income securities (f)
Equity fund (f)
2.1
28.3
5.4
26.7
0.3
3.7
12.6
1.4
2.1
—
—
—
26.7
—
—
—
1.4
2.1
Total
$
111.3 $
30.2 $
The fair value of the Company's pension plan assets at December 29, 2018 by asset category was as follows:
2.1
—
—
—
—
—
12.6
—
—
43.4 $
—
—
28.3
5.4
—
0.3
3.7
—
—
—
37.7
Description of assets (in millions)
Domestic plans:
December 29,
2018
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Common/collective trust (a)
$
24.4 $
— $
24.4 $
Foreign plans:
Australia
Investment fund (b)
Switzerland
Guaranteed insurance contract (c)
Germany
Belgium
Austria
Korea
Japan
Guaranteed insurance contract (c)
Mutual funds (d)
Guaranteed insurance contract (c)
Guaranteed insurance contract (c)
Common/collective trust (e)
Philippines
Fixed income securities (f)
Equity fund (f)
Total
____________________
(a)
2.1
32.0
5.5
23.4
0.4
4.1
11.2
1.4
1.8
—
—
—
23.4
—
—
—
1.4
1.8
$
106.3 $
26.6 $
2.1
—
—
—
—
—
11.2
—
—
37.7 $
—
—
32.0
5.5
—
0.4
4.1
—
—
—
42.0
The investment strategy of the U.S. pension plan for each period presented was to achieve a return greater than or equal to the return that would have been
earned by a portfolio invested approximately 60 percent in equity securities and 40 percent in fixed income securities. As of the years ended December 28,
2019 and December 29, 2018, the common trusts held 64 percent and 61 percent of its assets in equity securities and 36 percent and 39 percent in fixed
income securities, respectively. The percentage of funds invested in equity securities at the end of 2019 and 2018, included: ten percent in international
stocks in each year, 33 percent and 31 percent in large U.S. stocks and 21 percent and 20 percent in small U.S. stocks, respectively. The common trusts are
comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds (equity securities and fixed income
securities) are valued using quoted market prices.
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Table of Contents
The strategy of this fund was to achieve a 10-year long-term net return of at least 3.5 percent, above inflation based on the Australian consumer price index.
The investment strategy is to invest mainly in equities and property, which are expected to earn relatively higher returns over the long term. The fair value of
the fund is determined using the net asset value per share using quoted market prices or other observable inputs in active markets. As of December 28, 2019
and December 29, 2018, the percentage of funds held in investments included: Australian equities of 13 percent and 14 percent, other equities of listed
companies outside of Australia of 49 percent and 42 percent, government and corporate bonds of 19 percent and 21 percent and cash of 12 percent and 15
percent and real estate of seven percent and eight percent, respectively.
The strategy of the Company's plans in Austria, Germany, Korea and Switzerland was to seek to ensure the future benefit payments of their participants and
manage market risk. This is achieved by funding the pension obligations through guaranteed insurance contracts. The plan assets operate similar to
investment contracts whereby the interest rate, as well as the surrender value, is guaranteed. The fair value is determined as the contract value, using a
guaranteed rate of return which will increase if the market performance exceeds that return.
The strategy of the Belgian plan in each period presented was to seek to achieve a return greater than or equal to the return that would have been earned by a
portfolio invested approximately 62 percent in equity securities, 37 percent in fixed income securities and one percent cash. The fair value of the fund is
calculated using the net asset value per share as determined by the quoted market prices of the underlying investments. As of December 28, 2019 and
December 29, 2018, the percentage of funds held in various asset classes included: large-cap equities of European companies of 25 percent and 22 percent,
small-cap equities of European companies of 18 percent and 16 percent, and money market fund of 14 percent and 21 percent, bonds, primarily from
European and U.S. governments, of 31 percent and 29 percent, respectively, and equities outside of Europe, mainly in the U.S. and emerging markets, 12
percent each year.
The Company's strategy was to invest approximately 50 percent of assets to benefit from the higher expected returns from long-term investments in equities
and to invest 50 percent of assets in short-term low investment risk instruments to fund near term benefits payments. The target allocation for plan assets to
implement this strategy is 51 percent equities in Japanese listed securities, seven percent in equities outside of Japan, four percent in cash and other short-
term investments and 38 percent in domestic Japanese bonds. This strategy has been achieved through a collective trust that held 100 percent of total funded
assets as of December 28, 2019 and December 29, 2018. As of the end of December 28, 2019 and December 29, 2018, the allocation of funds within the
common collective trust included: 50 percent and 47 percent in Japanese equities, 38 percent and 42 percent in Japanese bonds, eight percent and seven
percent in equities of companies based outside of Japan, respectively, and four percent in cash and other short-term investments in each year. The fair value
of the collective trust is determined by the market value of the underlying shares, which are traded in active markets.
In both years, the investment strategy in the Philippines was to achieve an appropriate balance between risk and return, from a diversified portfolio of
Philippine peso denominated bonds and equities. The target asset class allocations is 57 percent in equity securities, 38 percent fixed income securities and
five percent in cash and deposits. The fixed income securities at year end included assets valued using a weighted average of completed deals on similarly
termed government securities, as well as balances invested in short-term deposit accounts. The equity index fund was valued at the closing price of the active
market in which it was traded.
The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level
(b)
(c)
(d)
(e)
(f)
3):
(In millions)
Beginning balance
Realized gains
Purchases, sales and settlements, net
Impact of exchange rates
Ending balance
Year Ending
December 28,
2019
December 29,
2018
$
$
42.0
$
0.7
(5.1)
0.1
37.7
$
42.9
0.1
(0.5)
(0.5)
42.0
75
Table of Contents
The Company expects to contribute $11.3 million to its U.S. and foreign pension plans and $1.3 million to its other U.S. post-retirement benefit plan in 2020.
The Company also has several savings, thrift and profit-sharing plans. Its contributions to these plans are in part based upon various levels of employee
participation. The total cost of these plans was $6.7 million in 2019 and $6.5 million each year of 2018 and 2017.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid from the Company's U.S. and foreign plans (in
millions):
Years
2020
2021
2022
2023
2024
2025-2029
Pension benefits
Post-retirement
benefits
Total
$16.0
11.4
12.6
12.6
12.7
64.6
$1.3
1.2
1.1
1.1
1.0
3.9
$17.3
12.6
13.7
13.7
13.7
68.5
In addition to the Company's health and insurance benefits, the Company also offers select employees a deferred compensation plan. The Tupperware
Deferred Compensation Plan is an unfunded, non-tax-qualified supplemental deferred compensation plan for highly compensated and key management employees
and for directors that allows participants to defer a portion of their compensation. The Company utilizes a rabbi trust to hold assets intended to satisfy the
Company's obligations under the deferred compensation plan. The trust restricts the Company's use and access to the assets held but is subject to the claims of the
Company's general creditors. The Tupperware Deferred Compensation Plan offers a variety of investment options and is accounted for as a plan that permits
diversification but does not include Company stock as an investment option. All distributions from the Tupperware Deferred Compensation Plan must be made in
cash and changes in the fair value of the assets are recognized in earnings. The deferred compensation obligation is adjusted, with a charge or a credit to
compensation cost, to reflect changes in the fair value of the obligation. The assets and liabilities are included in Other assets, net and Other liabilities of the
Consolidated Balance Sheets. As of December 28, 2019 and December 29, 2018, the fair value of the investments held in trust and the related liability was $12.1
million and $16.7 million, respectively. All assets held in the trust are Level 1 Fidelity mutual funds and the fair value of the funds are calculated using the net
asset value per share as determined by the quoted market prices of the underlying investments. Changes in the fair value of the assets held in the rabbi trust are
recorded through compensation expense included in DS&A and investment gains/losses in Other (income) expense within the Consolidated Statements of Income.
During 2019, 2018 and 2017, the change in fair value of the underlying assets was an increase of $3.3 million, decrease of $1.1 million and increase of $2.3
million, respectively.
Note 15:
Incentive Compensation Plans
On May 22, 2019, the shareholders of the Company approved the adoption of the Tupperware Brands Corporation 2019 Incentive Plan (the “2019 Incentive
Plan”). The 2019 Incentive Plan provides for the issuance of cash and stock-based incentive awards to employees, directors and certain non-employee participants.
Stock-based awards may be in the form of stock options, restricted stock, restricted stock units, performance vesting and market vesting awards. Under the plan,
awards that are canceled or expire are added back to the pool of available shares. When the 2019 Incentive Plan was approved, the number of shares of the
Company's common stock available for stock-based awards under the plan totaled 850,000, plus remaining shares available for issuance under the Tupperware
Brands Corporation 2016 Incentive Plan, the Tupperware Brands Corporation 2010 Incentive Plan and the Tupperware Brands Corporation Director Stock Plan.
Shares may no longer be granted under the plans adopted before 2019. The total number of shares available for grant under the 2019 Incentive Plan as of
December 28, 2019 was 2,975,253.
Under the 2019 Incentive Plan, non-employee directors receive approximately 60 percent of their annual retainers in the form of stock and may elect to receive
the balance of their annual retainers in the form of stock or cash.
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Table of Contents
Stock Options
Stock options to purchase the Company's common stock are granted to employees and directors, upon approval by the Compensation and Management
Development Committee of the Board of Directors, with an exercise price equal to the fair market value of the stock on the date of grant. Options generally
become exercisable in three years, in equal installments beginning one year from the date of grant, and generally expire 10 years from the date of grant. The fair
value of the Company's stock options is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average
assumptions used in the last three years:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life
2019
na
na
na
na
2018
2017
5.7%
29%
3.1%
4.4%
29%
2.2%
7 years
7 years
____________________
na Not applicable. During 2019, there were no stock options granted.
Stock option activity for 2019, under all of the Company's incentive plans, is summarized in the following table:
Outstanding at December 29, 2018
Expired/Forfeited
Outstanding at December 28, 2019
Exercisable at December 28, 2019
Shares subject
to option
Weighted
average exercise
price per share
Aggregate Intrinsic
Value (in millions)
3,630,684
(289,945)
3,340,739
2,913,631
$55.66
48.48
$56.28
$57.81
$—
$—
The intrinsic value of options exercised during 2018 and 2017 totaled $0.4 million and $6.2 million, respectively, and there were no stock options exercised
during 2019. The average remaining contractual life on outstanding and exercisable options was 4.8 and 4.4, respectively, at the end of 2019. The weighted average
estimated grant-date fair value of 2018 and 2017 option grants was $6.01 and $10.48 per share, respectively.
Performance Awards, Restricted Stock and Restricted Stock Units
The Company also grants restricted stock, restricted stock units, performance-vested awards and market-vested awards to employees and directors, which
typically have initial vesting periods ranging from one year to three years.
The incentive program for the performance and market-vested awards are based upon a target number of share units, although the actual number of
performance and market-vested shares ultimately earned can vary from zero to 150 percent of target depending on the Company's achievement under the
performance criteria of the grants. The payouts, if earned, are settled in Tupperware common stock after the end of the three years performance period.
The Company's performance-vested awards provide incentive opportunity based on the overall success of the Company over a three years performance period,
as reflected through a measure of diluted earnings per share.
The Company's market-vested awards provide incentive opportunity based on the relative total shareholder return ("rTSR") of the Company's common stock
against a group of companies composed of the S&P 400 Mid-cap Consumer Discretionary Index and the Company's Compensation Peer Group (collectively, the
"Comparative Group") over a three years performance period. The fair value per share of rTSR grants in 2019, 2018 and 2017 was $27.12, $63.48 and $61.29,
respectively. The fair value was determined using a Monte-Carlo simulation, which estimated the fair value based on the Company's share price activity between
the beginning of the year and the grant date relative to the Comparative Group, expected term of the award, risk-free interest rate, expected dividends, and the
expected volatility of the stock of the Company and that of the Comparative Group.
In 2019, as a result of the Company's performance, the estimated number of shares expected to vest decreased by 68,761 shares for the three performance
share plans running during 2019.
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Table of Contents
Restricted stock, restricted stock units, performance-vested and market-vested share award activity for 2019 under all of the Company's incentive plans is
summarized in the following table:
Outstanding at December 29, 2018
Time-vested shares granted
Market-vested shares granted
Performance shares granted
Performance share adjustments
Vested
Forfeited
Outstanding at December 28, 2019
Non-vested Shares
outstanding
684,184
271,528
42,365
111,536
(68,761)
(289,487)
(223,076)
528,289
Weighted average
grant date per share fair value
$47.68
14.55
27.12
30.90
40.74
48.67
40.58
$28.82
The vesting date fair value of restricted stock, restricted stock units and performance-vested awards that vested in 2019, 2018 and 2017 was $5.2 million, $8.5
million and $12.8 million, respectively. The weighted average grant-date fair value per share of these types of awards in 2019, 2018 and 2017 was $29.86, $42.26
and $60.32, respectively.
For awards that are paid in cash, compensation expense is remeasured each reporting period based on the market value of the shares outstanding and is
included as a liability on the Consolidated Balance Sheets. Shares outstanding under cash settled awards totaled 10,449, 21,391 and 17,525 shares as of the end of
2019, 2018 and 2017, respectively. These outstanding cash settled awards had a fair value of $0.1 million, $0.7 million and $1.1 million as of the end of 2019,
2018 and 2017, respectively.
Compensation expense associated with all stock-based compensation was $10.4 million, $14.5 million and $22.6 million in 2019, 2018 and 2017, respectively.
The estimated tax benefit associated with this compensation expense was $2.4 million, $3.2 million and $8.1 million in 2019, 2018 and 2017, respectively. As of
December 28, 2019, total unrecognized stock-based compensation expense related to all stock-based awards was $11.1 million, which is expected to be recognized
over a weighted average period of 15 months.
Expense related to earned cash performance awards of $1.0 million, $3.1 million and $11.0 million was included in the Consolidated Statements of Income for
2019, 2018 and 2017, respectively.
The Company's Board of Directors has authorized up to $2.0 billion of open market share repurchases under a program that began in 2007, expired on
February 1, 2020 and was not extended. Under this program, the Company repurchased 2.6 million shares for $100.2 million in 2018. There were no share
repurchases under this program in 2019 and 2017. Since inception of the program in May 2007, and through December 29, 2018, the Company has repurchased
23.8 million shares at an aggregate cost of $1.39 billion.
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Table of Contents
Note 16:
Segment Information
The Company manufactures and distributes a broad portfolio of products, primarily through independent direct sales force members. Certain operating
segments have been aggregated based upon consistency of economic substance, geography, products, production process, class of customers and distribution
method.
The Company's reportable segments primarily sell design-centric preparation, storage and serving solutions for the kitchen and home through the
Tupperware® brand. Europe also includes Avroy Shlain® in South Africa and Nutrimetics® in France, which sell beauty and personal care products. Some units
in Asia Pacific also sell beauty and personal care products under the NaturCare®, Nutrimetics® and Fuller® brands. North America also includes the Fuller
Mexico beauty and personal care products business and sells products under the Fuller Cosmetics® brand in that unit and in Central America. South America also
sells beauty products under the Fuller®, Nutrimetics® and Nuvo® brands.
Worldwide sales of beauty and personal care products totaled $247.7 million, $291.7 million and $331.7 million in 2019, 2018 and 2017, respectively.
(In millions)
Net sales:
Europe
Asia Pacific
North America
South America
Total net sales
Segment profit:
Europe
Asia Pacific
North America
South America
Total segment profit
Unallocated expenses
Re-engineering and impairment charges (a)
Impairment of goodwill and intangibles (b)
Gains on disposal of assets (c)
Interest expense, net
Income before taxes
2019
2018
2017
475.2 $
525.6 $
590.5
453.5
278.7
682.0
515.1
347.0
550.4
734.8
541.5
429.1
1,797.9 $
2,069.7 $
2,255.8
38.0 $
46.3 $
124.3
40.2
43.8
246.3 $
(41.8) $
(34.7)
(40.0)
12.9
(39.3)
172.5
76.3
68.3
363.4 $
(46.3) $
(15.9)
—
18.7
(43.7)
103.4 $
276.2 $
54.5
189.3
69.7
98.7
412.2
(64.1)
(66.0)
(62.9)
9.1
(43.2)
185.1
$
$
$
$
$
$
79
Table of Contents
(In millions)
Depreciation and amortization:
Europe
Asia Pacific
North America
South America
Corporate
Total depreciation and amortization
Capital expenditures:
Europe
Asia Pacific
North America
South America
Corporate
Total capital expenditures
Identifiable assets:
Europe
Asia Pacific
North America
South America
Corporate
Total identifiable assets
____________________
(a) See Note 2 for discussion of re-engineering and impairment charges.
(b) See Note 7 for discussion of goodwill impairment charges.
2019
2018
2017
14.4 $
16.3 $
14.5
11.5
5.5
9.3
14.7
11.8
5.6
9.8
55.2 $
58.2 $
16.5 $
22.3 $
7.3
15.0
5.5
16.7
10.1
13.3
3.9
25.8
61.0 $
75.4 $
269.7 $
291.0 $
300.3
235.9
125.2
331.3
281.2
250.9
125.0
360.7
16.7
14.9
12.3
5.9
10.7
60.5
18.7
10.7
15.9
12.1
14.9
72.3
308.5
297.2
266.3
138.6
377.4
1,262.4 $
1,308.8 $
1,388.0
$
$
$
$
$
$
(c) Gains on disposal of assets in 2019, 2018 and 2017 include $8.8 million, $7.1 million and $8.8 million from transactions related to land near the Orlando, FL
headquarters. Included in 2019 was a $5.8 million gain from the sale of the French marketing office and included in 2018 was a $9.5 million gain from a
transaction associated with a distribution facility in Japan, and $2.1 million from the Beauticontrol headquarters in Texas.
Sales and segment profit in the preceding table are from transactions with customers, with inter-segment transactions eliminated. Sales generated by product
line, except beauty and personal care, as opposed to Tupperware®, are not captured in the financial statements, and disclosure of the information is impractical.
Sales to a single customer did not exceed 10 percent of total sales in any segment. In 2019, 2018 and 2017 sales of Tupperware® and beauty products to customers
in Mexico were $261.7 million, $285.8 million and $279.7 million, respectively, while sales in Brazil were $208.5 million, $265.4 million and $316.3 million,
respectively, and sales in China were $216.2 million, $247.4 million and $216.0 million, respectively. There was no other foreign country in which sales were
individually material to the Company's total sales. Sales of Tupperware® and beauty products to customers in the United States were $132.7 million, $163.2 million
and $191.8 million in 2019, 2018 and 2017, respectively. Unallocated expenses are corporate expenses and other items not directly related to the operations of any
particular segment.
Corporate assets consist of cash and buildings and assets maintained for general corporate purposes. As of the end of 2019, 2018 and 2017, long-lived assets in
the United States were $108.6 million, $108.7 million and $91.6 million, respectively.
As of December 28, 2019 and December 29, 2018, the Company's net investment in international operations was $474.2 million and $479.1 million,
respectively. The Company is subject to the usual economic, business and political risks associated with international operations; however, these risks are partially
mitigated by the broad geographic dispersion of the Company's operations.
80
Table of Contents
Note 17:
Commitments and Contingencies
The Company and certain subsidiaries are involved in litigation and various legal matters that are being defended and handled in the ordinary course of
business. Included among these matters are environmental issues. The Company does not include estimated future legal costs in accruals recorded related to these
matters. The Company believes that it is remote that the Company's contingencies will have a material adverse effect on its financial position, results of operations
or cash flow.
Kraft Foods, Inc., which was formerly affiliated with Premark International, Inc., the Company's former parent, has assumed any liabilities arising out of
certain divested or discontinued businesses. The liabilities assumed include matters alleging product liability, environmental liability and infringement of patents.
Leases. Rental expense for operating leases and approximate minimum rental commitments under non-cancelable operating leases in effect at December 28,
2019 are disclosed in Note 5 to the Consolidated Financial Statements. Leases including the minimum rental commitments for 2020 and 2021, primarily are for
automobiles, that generally have a lease term of one year to four years with the remaining leases related to office, manufacturing and distribution space. It is
common for lease agreements to contain various provisions for items such as step rent or other escalation clauses and lease concessions, which may offer a period
of no rent payment. These types of items are considered by the Company, and are recorded into expense on a straight-line basis over the minimum lease terms.
There are no material lease agreements containing renewal options. Certain leases require the Company to pay property taxes, insurance and routine maintenance.
Note 18:
Allowance for Long-Term Receivables
As of December 28, 2019, $13.9 million of long-term receivables from both active and inactive customers were considered past due, the majority of which
were reserved through the Company's allowance for uncollectible accounts.
The balance of the allowance for long-term receivables as of December 28, 2019 was as follows:
(In millions)
Balance at December 29, 2018
Write-offs
Provision (a)
Recoveries
Currency translation adjustment
Balance at December 28, 2019
____________________
(a) Provision includes $2.3 million of reclassifications from current receivables.
81
$
$
16.0
(6.8)
4.6
0.4
(0.3)
13.9
Table of Contents
Note 19:
Guarantor Information
The Company's payment obligations under the Senior Notes are fully and unconditionally guaranteed, on a senior secured basis, by the Guarantor. The
guarantee is secured by certain "Tupperware" trademarks and service marks owned by the Guarantor, as discussed in Note 8 to the Consolidated Financial
Statements. In addition, under the Credit Agreement and consistent with the Old Credit Agreement, the Guarantor unconditionally guarantees all obligations and
liabilities of the Company and the Subsidiary Borrowers relating to the Credit Agreement, supported by a security interest in those certain "Tupperware"
trademarks and service marks as well.
Condensed consolidated financial information as of December 28, 2019 and December 29, 2018 and for the years ended December 28, 2019, December 29,
2018 and December 30, 2017 for Tupperware Brands Corporation (the "Parent"), Guarantor and all other subsidiaries (the "Non-Guarantors") is as follows. Each
entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by
the Parent and Guarantor of the equity method of accounting to reflect ownership interests in subsidiaries that are eliminated upon consolidation. The Guarantor is
100% owned by the Parent, and there are certain entities within the Non-Guarantors’ classification which the Parent owns directly. There are no significant
restrictions on the ability of either the Parent or the Guarantor from obtaining adequate funds from their respective subsidiaries by dividend or loan that should
interfere with their ability to meet their operating needs or debt repayment obligations.
Consolidating Statement of Income
(In millions)
Net sales
Other revenue
Cost of products sold
Gross margin
Delivery, sales and administrative expense
Re-engineering and impairment charges
Impairment of goodwill and intangible assets
Gain on disposal of assets
Operating (loss) income
Interest income
Interest expense
Income from equity investments in subsidiaries
Other income
(Loss) income before income taxes
(Benefit) provision for income taxes
Net income
Comprehensive (loss) income
Parent
Guarantor
Non-Guarantors
Eliminations
Total
Year ended December 28, 2019
$
— $
—
—
—
10.9
—
—
—
(10.9)
19.9
39.3
25.3
(2.0)
(3.0)
— $
107.0
9.0
98.0
83.2
1.5
—
—
13.3
2.2
48.3
29.2
(2.3)
(1.3)
(15.4)
12.4 $
(18.8) $
$
$
(15.5)
14.2 $
(18.2) $
82
1,803.9 $
(6.0)
$
1,797.9
8.9
721.0
1,091.8
908.0
33.2
40.0
12.9
123.5
36.4
10.2
—
(12.5)
162.2
121.9
(115.9)
(119.2)
(2.7)
(2.7)
—
—
—
—
(56.3)
(56.3)
(54.5)
—
(54.5)
—
40.3 $
33.0 $
(54.5)
(14.8)
$
$
—
610.8
1,187.1
999.4
34.7
40.0
12.9
125.9
2.2
41.5
—
(16.8)
103.4
91.0
12.4
(18.8)
Table of Contents
Consolidating Statement of Income
(In millions)
Net sales
Other revenue
Cost of products sold
Gross margin
Delivery, sales and administrative expense
Re-engineering and impairment charges
Gain on disposal of assets
Operating (loss) income
Interest income
Interest expense
Income from equity investments in subsidiaries
Other (income) expense
Income before income taxes
(Benefit) provision for income taxes
Net income
Comprehensive income
Consolidating Statement of Income
(In millions)
Net sales
Other revenue
Cost of products sold
Gross margin
Delivery, sales and administrative expense
Re-engineering and impairment charges
Impairment of goodwill and intangible assets
Gain on disposal of assets
Operating (loss) income
Interest income
Interest expense
(Loss) income from equity investments in subsidiaries
Other expense (income)
(Loss) income before income taxes
(Benefit) provision for income taxes
Net (loss) income
Comprehensive (loss) income
Parent
Guarantor
Non-Guarantors
Eliminations
Total
Year ended December 29, 2018
$
— $
—
—
—
15.5
—
—
(15.5)
20.6
38.2
179.2
(1.5)
147.6
(8.3)
$
$
155.9 $
107.4 $
— $
111.8
15.3
96.5
71.4
2.0
—
23.1
1.9
62.7
227.2
2.2
187.3
22.0
165.3 $
117.9 $
2,076.1 $
(6.4) $
2,069.7
15.2
808.4
1,282.9
975.5
13.9
18.7
312.2
43.2
8.5
—
(0.8)
347.7
106.6
(127.0)
(131.5)
(1.9)
(1.9)
—
—
—
(62.9)
(62.9)
(406.4)
—
(406.4)
—
241.1 $
169.6 $
(406.4) $
(287.5) $
—
692.2
1,377.5
1,060.5
15.9
18.7
319.8
2.8
46.5
—
(0.1)
276.2
120.3
155.9
107.4
Year ended December 30, 2017
Parent
Guarantor
Non-Guarantors
Eliminations
Total
$
— $
— $
2,263.3 $
(7.5) $
2,255.8
—
—
—
20.5
—
—
—
(20.5)
20.4
37.4
(231.8)
0.3
(269.6)
(4.2)
132.2
30.6
101.6
85.9
2.3
—
—
13.4
1.9
59.6
17.4
6.8
(33.7)
198.9
30.7
875.0
1,419.0
1,061.9
63.7
62.9
9.1
239.6
39.6
8.1
—
(2.9)
274.0
255.8
(162.9)
(161.3)
(9.1)
(9.1)
—
—
—
—
(59.0)
(59.0)
214.4
—
214.4
—
$
$
(265.4) $
(232.6) $
(223.3) $
(182.6) $
18.2 $
65.7 $
214.4 $
116.9 $
—
744.3
1,511.5
1,159.2
66.0
62.9
9.1
232.5
2.9
46.1
—
4.2
185.1
450.5
(265.4)
(223.3)
83
Table of Contents
Condensed Consolidating Balance Sheet
(In millions)
ASSETS
Cash and cash equivalents
Accounts receivable, net
Inventories
Non-trade amounts receivable, net
Intercompany receivables
Prepaid expenses and other current assets
Total current assets
Deferred income tax benefits, net
Operating lease assets
Property, plant and equipment, net
Long-term receivables, net
Trademarks and tradenames, net
Goodwill
Investments in subsidiaries
Intercompany notes receivable
Other assets, net
Total assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable
Short-term borrowings and current portion of long-term debt and finance
lease obligations
Intercompany payables
Accrued liabilities
Total current liabilities
Long-term debt and finance lease obligations
Intercompany notes payable
Operating lease liabilities
Other liabilities
Shareholders' (deficit) equity
Parent
Guarantor
Non-Guarantors
Eliminations
Total
December 28, 2019
$
— $
0.3 $
122.9 $
—
—
—
—
—
166.2
325.9
1,546.3
1.2
327.1
41.7
—
—
—
—
—
16.0
1,728.8
42.2
4.7
85.7
0.1
—
2.9
1,305.2
1,208.8
514.8
1.9
95.7
12.7
110.7
245.2
84.9
209.9
41.1
814.7
105.6
79.4
181.8
14.9
24.6
56.6
—
1,046.1
150.0
— $
—
—
(212.0)
(2,082.1)
(38.0)
(2,332.1)
(3.4)
—
—
—
—
—
(2,514.0)
(1,656.6)
(77.5)
123.2
110.7
245.2
39.1
—
20.3
538.5
186.1
84.1
267.5
15.0
24.6
59.5
—
—
87.1
$
$
2,190.7 $
3,181.6 $
2,473.7 $
(6,583.6) $
1,262.4
— $
8.3 $
117.1 $
— $
125.4
186.8
1,440.8
239.1
1,866.7
599.8
—
—
1.2
—
406.2
65.6
480.1
—
1,362.2
4.0
110.7
86.4
235.1
235.6
674.2
2.4
294.4
52.0
161.3
—
(2,082.1)
(250.0)
(2,332.1)
—
(1,656.6)
—
(80.9)
(277.0)
1,224.6
1,289.4
(2,514.0)
273.2
—
290.3
688.9
602.2
—
56.0
192.3
(277.0)
Total liabilities and shareholders' equity
$
2,190.7 $
3,181.6 $
2,473.7 $
(6,583.6) $
1,262.4
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Condensed Consolidating Balance Sheet
(In millions)
ASSETS
Cash and cash equivalents
Accounts receivable, net
Inventories
Non-trade amounts receivable, net
Intercompany receivables
Prepaid expenses and other current assets
Total current assets
Deferred income tax benefits, net
Property, plant and equipment, net
Long-term receivables, net
Trademarks and tradenames, net
Goodwill
Investment in subsidiaries
Intercompany notes receivable
Other assets, net
Total assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable
Short-term borrowings and current portion of long-term debt and capital
lease obligations
Intercompany payables
Accrued liabilities
Total current liabilities
Long-term debt and capital lease obligations
Intercompany notes payable
Other liabilities
Shareholders' (deficit) equity
Parent
Guarantor
Non-Guarantors
Eliminations
Total
December 29, 2018
$
— $
0.3 $
148.7 $
—
—
—
—
—
169.0
309.2
1,430.1
1.1
310.3
41.7
—
—
—
—
3.7
1,603.1
42.2
71.3
0.1
—
2.9
1,305.3
1,346.8
515.3
0.3
95.4
0.5
144.7
257.7
71.0
230.5
48.2
900.8
133.1
204.7
18.6
52.9
73.2
—
1,069.4
75.3
— $
—
—
(190.1)
(1,969.8)
(33.7)
(2,193.6)
—
—
—
—
—
(2,652.1)
(1,680.1)
(28.6)
149.0
144.7
257.7
49.9
—
19.3
620.6
217.0
276.0
18.7
52.9
76.1
—
—
47.5
$
$
2,172.9 $
3,162.3 $
2,528.0 $
(6,554.4) $
1,308.8
— $
5.7 $
123.5 $
— $
129.2
189.4
1,330.9
278.6
1,798.9
599.7
—
436.3
69.2
511.2
—
6.6
2.9
1,366.7
48.1
96.1
202.6
220.4
642.6
3.7
306.8
159.1
—
(1,969.8)
(223.8)
(2,193.6)
—
(1,680.1)
(28.6)
(235.2)
1,236.3
1,415.8
(2,652.1)
285.5
—
344.4
759.1
603.4
—
181.5
(235.2)
Total liabilities and shareholders' equity
$
2,172.9 $
3,162.3 $
2,528.0 $
(6,554.4) $
1,308.8
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Table of Contents
Condensed Consolidating Statement of Cash Flows
(In millions)
Operating Activities:
Parent
Guarantor
Non-Guarantors
Eliminations
Total
Year ended December 28, 2019
Net cash (used in) provided by operating activities
$
(26.3) $
150.7 $
187.9 $
(224.9) $
87.4
Investing Activities:
Capital expenditures
Proceeds from disposal of property, plant and equipment
Net intercompany loans
Net cash (used in) provided by investing activities
Financing Activities:
Dividend payments to shareholders
Dividend payments to parent
Repurchase of common stock
Repayment of long-term debt and finance lease obligations
Net change in short-term debt
Debt issuance costs
Net intercompany borrowings
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
—
—
(6.1)
(6.1)
(74.3)
—
(0.9)
—
—
(2.3)
109.9
32.4
—
—
—
(30.4)
—
(108.9)
(139.3)
—
—
—
—
—
—
(11.1)
(11.1)
(0.3)
—
0.3
(30.6)
34.0
31.5
34.9
—
(228.2)
—
(1.6)
(6.2)
—
(12.0)
(248.0)
(0.6)
(25.8)
151.6
—
—
83.5
83.5
—
228.2
—
—
—
—
(86.8)
141.4
—
—
—
Cash, cash equivalents and restricted cash at end of year
$
— $
0.3 $
125.8 $
— $
(61.0)
34.0
—
(27.0)
(74.3)
—
(0.9)
(1.6)
(6.2)
(2.3)
—
(85.3)
(0.9)
(25.8)
151.9
126.1
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Table of Contents
Condensed Consolidating Statement of Cash Flows
(In millions)
Operating Activities:
Parent
Guarantor
Non-Guarantors
Eliminations
Total
Year ended December 29, 2018
Net cash (used in) provided by operating activities
$
(41.6) $
152.4 $
319.1 $
(297.9) $
132.0
Investing Activities:
Capital expenditures
Proceeds from disposal of property, plant and equipment
Net intercompany loans
Net cash used in investing activities
Financing Activities:
Dividend payments to shareholders
Dividend payments to parent
Proceeds from exercise of stock options
Repurchase of common stock
Repayment of long-term debt and capital lease obligations
Net change in short-term debt
Net intercompany borrowings
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
—
—
(98.8)
(98.8)
(137.8)
—
0.3
(101.7)
—
62.1
317.5
140.4
—
—
—
(29.1)
—
(315.6)
(344.7)
—
—
—
—
—
—
192.5
192.5
—
0.2
0.1
(46.3)
40.7
(190.4)
(196.0)
—
(288.3)
—
—
(1.9)
100.0
85.2
(105.0)
(13.6)
4.5
147.1
—
—
604.8
604.8
(75.4)
40.7
—
(34.7)
—
(137.8)
288.3
—
—
—
—
(595.2)
(306.9)
—
—
—
—
0.3
(101.7)
(1.9)
162.1
—
(79.0)
(13.6)
4.7
147.2
151.9
Cash, cash equivalents and restricted cash at end of year
$
— $
0.3 $
151.6 $
— $
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Table of Contents
Condensed Consolidating Statement of Cash Flows
(In millions)
Operating Activities:
Parent
Guarantor
Non-Guarantors
Eliminations
Total
Year ended December 30, 2017
Net cash (used in) provided by operating activities
$
(32.7) $
(40.1) $
311.1 $
(20.9)
$
217.4
Investing Activities:
Capital expenditures
Proceeds from disposal of property, plant and equipment
Net intercompany loans
Net cash used in investing activities
Financing Activities:
Dividend payments to shareholders
Dividend payments to parent
Proceeds from exercise of stock options
Repurchase of common stock
Repayment of long-term debt and capital lease obligations
Net change in short-term debt
Net intercompany borrowings
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
—
—
(7.5)
(7.5)
(139.5)
—
11.8
(2.5)
—
15.8
154.6
40.2
—
—
—
(18.1)
—
(174.1)
(192.2)
—
—
—
—
—
—
231.9
231.9
—
(0.4)
0.5
(54.2)
14.7
(226.4)
(265.9)
—
(21.0)
—
—
(2.0)
(0.2)
21.6
(1.6)
8.0
51.6
95.5
—
—
408.0
408.0
—
21.0
—
—
—
—
(408.1)
(387.1)
—
—
—
(72.3)
14.7
—
(57.6)
(139.5)
—
11.8
(2.5)
(2.0)
15.6
—
(116.6)
8.0
51.2
96.0
Cash, cash equivalents and restricted cash at end of year
$
— $
0.1 $
147.1 $
— $
147.2
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Note 20:
Quarterly Financial Summary (Unaudited)
Following is a summary of the unaudited interim results of operations for each quarter in the years ended December 28, 2019 and December 29, 2018.
(In millions, except per share amounts)
Year ended December 28, 2019
Net sales
Gross margin
Net income (loss)
Basic earnings (loss) per share
Diluted earnings (loss) per share
Dividends declared per share
Year ended December 29, 2018
Net sales
Gross margin
Net income
Basic earnings per share
Diluted earnings per share
Dividends declared per share
First
quarter
Second
quarter
Third
quarter
Fourth
quarter
$
$
487.3 $
326.1
36.9
0.76
0.76
0.27
542.6 $
363.6
35.7
0.70
0.70
0.68
475.3 $
320.7
39.4
0.81
0.81
0.27
535.4 $
361.9
63.8
1.26
1.26
0.68
418.1 $
276.6
7.8
0.16
0.16
0.27
485.8 $
321.7
39.1
0.79
0.79
0.68
417.2
263.7
(71.7)
(1.47)
(1.47)
—
505.9
330.3
17.3
0.36
0.35
0.68
Certain items impacting quarterly comparability for 2019 and 2018 were as follows:
•
•
•
•
Pretax re-engineering costs of $4.3 million, $4.1 million, $7.5 million and $18.8 million were recorded in the first through fourth quarters of 2019,
respectively. Pretax re-engineering costs of $7.6 million, $2.1 million, $3.0 million and $3.2 million were recorded in the first through fourth quarters of
2018, respectively. Refer to Note 2 to the Consolidated Financial Statements for further discussion.
In the third quarter of 2019, the Company recorded a $17.5 million impairment charge related to goodwill of Fuller Mexico and a $2.2 million
impairment charge related to the Nutrimetics tradename. In the fourth quarter of 2019, the Company recorded a $20.3 million impairment charge related
to the Fuller tradename.
In Argentina and Venezuela for all quarters in 2019 and 2018, in connection with re-measuring net monetary assets and recording in cost of sales
inventory at the exchange rate when it was purchased or manufactured compared to when it was sold, the Company recorded charges of $0.3 million,
$0.1 million, $0.7 million and $0.5 million in the first, second, third and fourth quarters of 2019, respectively, and charges of $0.2 million, $0.1 million,
$0.8 million and $1.0 million in the same quarters of 2018. See Note 1 of the Consolidated Financial Statements.
Pretax losses on disposal of assets were $0.9 million and $0.2 million for the first and second quarters of 2019, respectively, and pretax gains on the
disposal of assets were $12.2 million and $1.8 million in the third and fourth quarters of 2019, respectively. The gains in 2018 were $2.2 million, $12.4
million, $1.5 million and $2.6 million in the first through fourth quarters, respectively. These gains were primarily related to transactions associated with
land near the Company's Orlando, Florida headquarters along with transactions associated with the sale of the French marketing office in the third
quarter of 2019, the sale and leaseback of a distribution facility in Japan in the second quarter of 2018 and the Beauticontrol headquarters in Texas in the
first quarter of 2018.
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Note 21:
Subsequent Events
In February 2020, putative stockholder class actions were filed against the Company and certain current and former officers and directors in the United States
District Court for the Central District of California and in the United States District Court for the Middle District of Florida. The complaints allege that statements
in public filings between January 30, 2019 and February 24, 2020 (the “potential class period”) regarding the Company’s disclosure of controls and procedures, as
well as the need for an amendment of its credit facility, violated Section 10(b) and 20(a) of the Securities Act of 1934. The plaintiffs seek to represent a class of
stockholders who purchased the Company’s shares during the potential class period and demand unspecified monetary damages. The Company believes the
complaints and allegations to be without merit and intends to vigorously defend itself against the actions. The Company is unable at this time to determine whether
the outcome of these actions would have a material impact on its results of operations, financial condition or cash flows.
On February 26, 2020, S&P downgraded the Company’s credit rating from BB+ to B and placed all of its ratings on CreditWatch with negative implication.
On February 27, 2020 Moody’s downgraded the Company’s credit rating from Baa3 to B1. Although each downgrade exceeded the threshold for additional
guarantee and collateral requirements of the Credit Agreement, at the time of the downgrade the Company had already received the approvals it required from its
bank group for the amendment (the “Amendment”) of its Credit Agreement in order to provide relief regarding the financial covenant that requires the Company to
maintain a specified ratio of (i) Consolidated Funded Indebtedness to (ii) Consolidated EBITDA (the “Consolidated Leverage Ratio”). In addition, the Amendment
removed the requirement that a Non-Investment Grade Ratings Event must occur before the Company is required to cause the Additional Guarantee and Collateral
Requirement (as defined in the Credit Agreement) to be satisfied. As a result, the Company is required to cause certain of its domestic subsidiaries to become
guarantors on the Credit Agreement and the Company and certain of its domestic subsidiaries are required to pledge additional collateral. The Amendment to the
Credit Agreement was executed on February 28, 2020.
On March 11, 2020, the Company’s Board of Directors appointed Miguel Fernandez as President and Chief Executive Officer, effective April 6, 2020 and
Richard Goudis as Executive Vice Chairman, effective March 12, 2020. Mr. Fernandez and Mr. Goudis have also been appointed to serve as directors of the
Company, expanding the Board to twelve members upon their commencement of employment.
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Table of Contents
To the Board of Directors and Shareholders of Tupperware Brands Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheets of Tupperware Brands Corporation and its subsidiaries (the “Company”) as of December 28,
2019 and December 29, 2018, and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of
the three years in the period ended December 28, 2019, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)
(2) and included after Item 16 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over
financial reporting as of December 28, 2019 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 28, 2019 and December 29, 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2019
in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 28, 2019, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the COSO.
Changes in Accounting Principles
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases and derivative financial
instruments in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and
for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting
appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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Table of Contents
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated
or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and
(ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the
critical audit matter or on the accounts or disclosures to which it relates.
Gross Deferred Tax Assets and Related Valuation Allowances
As described in Notes 1 and 13 to the consolidated financial statements, the Company’s consolidated gross deferred tax asset balance was $531.1 million and
related valuation allowances were $315.6 million as of December 28, 2019. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets
are also recognized for credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates applicable to taxable income in the years in
which the temporary differences are expected to reverse and credits are expected to be used. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date. An assessment is made as to whether or not a valuation allowance is required to offset
deferred tax assets. This assessment requires estimates as to future operating results, as well as an evaluation of the effectiveness of the Company’s tax planning
strategies. These estimates are made on an ongoing basis based upon the Company’s business plans and growth strategies in each market and consequently, future
material changes in the valuation allowance are possible.
The principal considerations for our determination that performing procedures relating to gross deferred tax assets and related valuation allowances is a critical
audit matter are there was significant judgment by management when developing the estimates as to future operating results. This in turn led to a high degree of
auditor judgment, subjectivity, and effort in performing procedures as a result of the size and complexity of the legal entity structure, data utilized in the calculation
of temporary differences and the realizability of net operating loss and credit carryforwards, and the assessment of the appropriateness of the application of tax law.
Also, the evaluation of audit evidence available to support the assessment of whether or not a valuation allowance is required is complex and involved significant
auditor effort.
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Table of Contents
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of controls relating to gross deferred tax assets and related valuation allowances. These
procedures also included, among others (i) evaluating management’s assessment of the realizability of deferred tax assets on a jurisdictional basis, (ii) evaluating
assumptions related to tax planning strategies, the future operating results and related expected utilization for net operating loss and credit carryforwards, (iii)
testing the underlying data and mathematical accuracy of temporary differences and the data utilized in the assessment of the realizability of net operating loss and
credit carryforwards, and (iv) testing the appropriateness of the tax rates used when temporary differences reverse.
/s/ PricewaterhouseCoopers LLP
Orlando, Florida
March 12, 2020
We have served as the Company’s auditor since 1995.
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Table of Contents
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) that are designed to ensure that
information required to be disclosed in the Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the
Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company will be
detected.
As of the end of the period covered by this report, management, under the supervision of the Company's Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 28, 2019.
Management's Report on Internal Control Over Financial Reporting
The Company's management is also responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act
Rule 13a-15(f). As of the end of the period covered by this report, management, under the supervision of the Company's Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control-Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Company's internal control over financial reporting was effective as of December 28, 2019. The effectiveness of the
Company's internal control over financial reporting as of December 28, 2019 has been audited by PricewaterhouseCoopers LLP, an independent registered certified
public accounting firm, as stated in its report which is included herein.
Changes in Internal Controls
There have been no significant changes in the Company's internal control over financial reporting during the Company's fourth quarter that have materially
affected or are reasonably likely to materially affect its internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Securities
Exchange Act of 1934, as amended.
Item 9B.
Other Information.
None.
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Table of Contents
Item 10.
Directors, Executive Officers and Corporate Governance.
PART III
Certain information with regard to the directors of the Registrant as required by Item 401 of Regulation S-K is set forth under the sub-caption “Board of
Directors” appearing under the caption “Election of Directors” in the Proxy Statement related to the 2020 Annual Meeting of Shareholders to be held on May 20,
2020 and is incorporated herein by reference.
The information as to the executive officers of the Registrant is included in Part I, Item 1 of this Report under the caption “Information About Our Executive
Officers” in reliance upon General Instruction G to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K.
The section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” appearing in the Registrant's Proxy Statement for the 2020 Annual Meeting
of Shareholders to be held on May 20, 2020 sets forth certain information as required by Item 405 of Regulation S-K and is incorporated herein by reference.
The section entitled “Corporate Governance” appearing in the Registrant's Proxy Statement for the 2020 Annual Meeting of Shareholders to be held on
May 20, 2020 sets forth certain information with respect to the Registrant's code of conduct and ethics as required by Item 406 of Regulation S-K and is
incorporated herein by reference.
There were no material changes to the procedures by which security holders may recommend nominees to the Registrant's Board of Directors during 2019, as
set forth by Item 407(c)(3) of Regulation S-K.
The sections entitled “Corporate Governance” and “Board Committees” appearing in the Registrant's Proxy Statement for the 2020 Annual Meeting of
Shareholders to be held on May 20, 2020 sets forth certain information regarding the Audit, Finance and Corporate Responsibility Committee, including the
members of the Committee and the financial experts, as set forth by Item 407(d)(4) and (d)(5) of Regulation S-K and is incorporated herein by reference.
Item 11.
Executive Compensation.
The information set forth under the caption “Compensation of Directors and Executive Officers” of the Proxy Statement relating to the 2020 Annual Meeting
of Shareholders to be held on May 20, 2020, and the information in such Proxy Statement relating to executive officers' and directors' compensation is incorporated
herein by reference.
The information set forth under the captions “Board Committees” and “Compensation and Management Development Committee Report” of the Proxy
Statement relating to the 2020 Annual Meeting of Shareholders to be held on May 20, 2020 sets forth certain information as required by Item 407(e)(4) and
Item 407(e)(5) of Regulation S-K and is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information set forth under the captions “Security Ownership of Certain Beneficial Owners”, “Security Ownership of Management” and “Equity
Compensation Plan Information” in the Proxy Statement relating to the 2020 Annual Meeting of Shareholders to be held on May 20, 2020, is incorporated herein
by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
The information set forth under the captions “Transactions with Related Persons” and “Corporate Governance” appearing in the Registrant's Proxy Statement
for the 2020 Annual Meeting of Shareholders to be held on May 20, 2020 is incorporated herein by reference.
Item 14.
Principal Accounting Fees and Services.
The information set forth under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Approval of Services” in the Proxy
Statement related to the 2020 Annual Meeting of Shareholders to be held on May 20, 2020 is incorporated herein by reference.
95
Table of Contents
Item 15.
Exhibits, Financial Statement Schedules.
(a) (1) List of Financial Statements
PART IV
The following Consolidated Financial Statements of Tupperware Brands Corporation and Report of Independent Registered Public Accounting Firm are
included in this Report under Part II, Item 8:
Consolidated Statements of Income, Comprehensive Income, Shareholders' Equity and Cash Flows - Years ended December 28, 2019,
December 29, 2018 and December 30, 2017;
Consolidated Balance Sheets - December 28, 2019 and December 29, 2018;
Notes to the Consolidated Financial Statements; and
Report of Independent Registered Certified Public Accounting Firm.
(a) (2) List of Financial Statement Schedules
The following Consolidated Financial Statement Schedule (numbered in accordance with Regulation S-X) of Tupperware Brands Corporation is included in
this Report:
Schedule II-Valuation and Qualifying Accounts for each of the three years ended December 28, 2019.
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are
inapplicable or the information called for therein is included elsewhere in the financial statements or related notes contained or incorporated by reference herein.
96
Table of Contents
(a) (3) List of Exhibits: (numbered in accordance with Item 601 of Regulation S-K)
Exhibit
Number
3.1
3.2
4
4.1**
*10.1
*10.2
*10.3
*10.4
*10.5
*10.6
*10.7
*10.8
*10.9
*10.10
*10.11
*10.12
*10.13
*10.14
*10.15
*10.16
*10.17
Description
Restated Certificate of Incorporation of the Registrant (Attached as Exhibit 3.1 to Form 10-Q, filed with the Commission on August 5, 2008 and
incorporated herein by reference).
Amended and Restated By-laws of the Registrant as amended November 1, 2018 (Attached as Exhibit 3.2 to Form 10-Q, filed with the Commission
on November 2, 2018 and incorporated herein by reference).
Indenture dated June 2, 2011 (Attached as Exhibit 4.1 to Form 8-K, filed with the Commission on June 7, 2011 and incorporated herein by
reference).
Description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
2006 Incentive Plan as amended through January 26, 2009 (Attached as Exhibit 10.12 to Form 10-K, filed with the Commission on February 25,
2009 and incorporated herein by reference).
Directors' Stock Plan as amended through January 26, 2009 (Attached as Exhibit 10.2 to Form 10-K, filed with the Commission on February 25,
2009 and incorporated herein by reference).
2010 Incentive Plan (Attached as Exhibit 4.3 to Form S-8, filed with the Commission on November 3, 2010 and incorporated herein by reference).
2016 Incentive Plan (Attached as Exhibit 10.1 to Form 8-K, filed with the Commission on May 26, 2016 and incorporated herein by reference).
Amendment No. 1 to 2016 Incentive Plan (Attached as Exhibit 10.1 to Form 10-Q, filed with the Commission on August 01, 2017 and incorporated
herein by reference).
Forms of stock option, restricted stock and restricted stock unit agreements utilized with the Registrant's officers and directors under certain stock-
based incentive plans (Attached as Exhibit 10.6 to Form 10-K, filed with the Commission on February 25, 2009 and incorporated herein by
reference).
2010 Incentive Plan Restricted Stock Agreement (Attached as Exhibit 4.4 to Form S-8, filed with the Commission on November 3, 2010 and
incorporated herein by reference).
2016 Incentive Plan Restricted Stock Unit Agreement, used with grants through October 2018 (Attached as Exhibit 10.8 to Form 10-K, filed with
the Commission on February 28, 2017 and incorporated herein by reference).
2016 Incentive Plan Restricted Stock Unit Agreement, used with grants beginning November 2018 (Attached as Exhibit 10.9 to Form 10-K, filed
with the Commission on February 26, 2019 and incorporated herein by reference).
2016 Incentive Plan Non-Qualified Stock Option Grant Agreement, used with grants through October 2018 (Attached as Exhibit 10.9 to Form 10-
K, filed with the Commission on February 28, 2017 and incorporated herein by reference).
2016 Incentive Plan Non-Qualified Stock Option Grant Agreement, used with grants beginning November 2018 (Attached as Exhibit 10.11 to Form
10-K, filed with the Commission on February 26, 2019 and incorporated herein by reference).
Tupperware Brands Corporation 2019 Incentive Plan (Attached as Exhibit 10.1 to Form 8-K filed May 23, 2019 and incorporated herein by
reference).
Form of Change of Control Employment Agreement (Attached as Exhibit 10.3 for Form 10-K, filed with the Commission on February 25, 2009
and incorporated herein by reference).
Form of Change of Control Employment Agreement, amended May 24, 2017 (Attached as Exhibit 10.1 to Form 10-K, filed with the Commission
on February 27, 2018 and incorporated herein by reference).
Supplemental Executive Retirement Plan, amended and restated effective February 2, 2010 (Attached as Exhibit 10.9 to Form 10-K, filed with the
Commission on February 23, 2010 and incorporated herein by reference).
Amendment to Supplemental Executive Retirement Plan, dated February 21, 2018 (Attached as Exhibit 10.1 to Form 8-K, filed with the
Commission on February 21, 2018 and incorporated herein by reference).
Supplemental Plan, amended and restated effective January 1, 2009 (Attached as Exhibit 10.11 to Form 10-K, filed with the Commission on
February 25, 2009 and incorporated herein by reference).
97
Table of Contents
Exhibit
Number
*10.18
*10.19
*10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
21**
23**
24**
31.1**
31.2**
32.1***
32.2***
Description
Separation Agreement and Release of All Claims, dated November 11, 2019, by and between the Registrant and Patricia A. Stitzel (Attached as
Exhibit 10.2 to Form 8-K, filed with the Commission on November 14, 2019 and incorporated herein by reference).
Consulting Agreement, dated November 11, 2019, by and between the Registrant and Patricia A. Stitzel (Attached as Exhibit 10.3 to Form 8-K,
filed with the Commission on November 14, 2019 and incorporated herein by reference).
Interim CEO Agreement, dated November 12, 2019, by and between the Registrant and Christopher D. O’Leary (Attached as Exhibit 10.1 to
Form 8-K, filed with the Commission on November 14, 2019 and incorporated herein by reference).
Securities and Asset Purchase Agreement between the Registrant and Sara Lee Corporation (now known as Hillshire Brands Co.) dated as of
August 10, 2005 (Attached as Exhibit 10.01 to Form 8-K/A, filed with the Commission on August 15, 2005 and incorporated herein by
reference).
Amended and Restated Credit Agreement, dated September 11, 2013, by and between the Registrant, Tupperware International Holdings B.V.,
the Lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent (Attached as Exhibit 10.1 to Form 10-Q, filed with the
Commission on August 5, 2014 and incorporated herein by reference).
Amendment 1 to Amended and Restated Credit Agreement, dated as of June 2, 2014, by and between by and between the Registrant, Tupperware
International Holdings B.V., the financial institutions listed on the signature page thereof and JPMorgan Chase Bank, N.A. as administrative agent
(Attached as Exhibit 10.2 to Form 10-Q, filed with the Commission on August 5, 2014 and incorporated herein by reference).
Amendment 2 to Amended and Restated Credit Agreement, dated as of June 9, 2015, by and between the Registrant, Tupperware International
Holdings B.V., the Lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent (Attached as Exhibit 10.1 to Form 8-K, filed
with the Commission on June 12, 2015 and incorporated herein by reference).
Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among the Registrant, Tupperware Nederland B.V.,
Administradora Dart, S. de R.L. de C.V. and Tupperware Brands Asia Pacific Pte. Ltd., the Lenders party thereto and JPMorgan Chase Bank,
N.A. as administrative agent (Attached as Exhibit 10.1 to Form 8-K filed April 4, 2019 and incorporated herein by reference).
Amendment No. 1 dated as of August 28, 2019, among the Registrant, Tupperware Nederland B.V., Administradora Dart, S. de R.L. de C.V. and
Tupperware Brands Asia Pacific Pte. Ltd., the Lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent (Attached as
Exhibit 10.2 to Form 10-Q filed November 6, 2019 and incorporated herein by reference).
Amendment No. 2, dated as of February 28, 2020, to Credit Agreement, dated as of March 29, 2019, among Tupperware Brands Corporation,
Tupperware Nederland B.V., Administradora Dart, S. de R.L. de C.V. and Tupperware Brands Asia Pacific Pte. Ltd, the lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent (Attached as Exhibit 10.1 to Form 8-K filed February 28, 2020 and incorporated herein by
reference).
Subsidiaries of Tupperware Brands Corporation as of March 12, 2020.
Consent of Independent Registered Certified Public Accounting Firm.
Powers of Attorney.
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief Executive Officer.
Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief Financial Officer.
98
Table of Contents
Exhibit
Number
101**
Description
The following financial statements from Tupperware Brands Corporation's Annual Report on Form 10-K for the year ended December 28, 2019,
formatted in Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated
Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to the Consolidated
Financial Statements, tagged in detail, and (vii) Schedule II. Valuation and Qualifying Accounts.
104
Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
The Registrant agrees to furnish, upon request of the SEC, a copy of all constituent instruments defining the rights of holders of long-term debt of the
Registrant and its consolidated subsidiaries.
99
Table of Contents
Item 16.
Form 10-K Summary.
None.
Col. A
TUPPERWARE BRANDS CORPORATION
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 28, 2019
(In millions)
Col. B
Balance at
Beginning
of Period
Col. C
Charged to
Costs and
Expenses
Col. D
Deductions
Col. E
Balance
at End
of Period
Allowance for doubtful accounts, current and long term:
Year ended December 28, 2019
$
62.5 $
28.6 $
(12.4) /F1
$
78.6
Year ended December 29, 2018
Year ended December 30, 2017
Valuation allowance for deferred tax assets:
Year ended December 28, 2019
Year ended December 29, 2018
Year ended December 30, 2017
____________________
F1 Represents write-offs, less recoveries.
F2 Foreign currency translation adjustment.
55.9
20.4
(10.1) /F1
(0.1) /F2
44.9
16.8
(3.7) /F2
(9.0) /F1
3.2 /F2
$
284.6 $
62.3 $
(31.3) /F2
$
235.5
24.8
51.8
209.8
(2.7) /F2
0.9 /F2
62.5
55.9
315.6
284.6
235.5
100
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
March 12, 2020
TUPPERWARE BRANDS CORPORATION
(Registrant)
By:
/S/ CHRISTOPHER D. O'LEARY
Christopher D. O'Leary
Interim Chief Executive Officer
101
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the date indicated.
Signature
Title
/s/ Christopher D. O'Leary
Christopher D. O'Leary
Interim Chief Executive Officer (Principal Executive Officer)
/s/ Cassandra Harris
Cassandra Harris
/s/ Madeline Otero
Madeline Otero
*
Susan M. Cameron
*
Catherine A. Bertini
*
Kriss Cloninger III
*
Meg Crofton
*
Aedhmar Hynes
*
Angel R. Martinez
*
Richard T. Riley
*
Joyce M. Roché
*
M. Anne Szostak
By:
/s/ KAREN M. SHEEHAN
March 12, 2020
Karen M. Sheehan
Attorney-in-fact
Executive Vice President and Chief Financial Officer (Principal Financial
Officer)
Vice President and Controller (Principal Accounting Officer)
Non-Executive Chairman and Director
Director
Director
Director
Director
Director
Director
Director
Director
102
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of March 12, 2020 Tupperware Brands Corporation (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act
of 1934: our common stock.
DESCRIPTION OF CAPITAL STOCK
The following summary of the terms of our capital stock is based upon our Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our
Amended and Restated By-laws (the “By-laws”). The summary is not complete, and is qualified by reference to our Certificate of Incorporation and our By-laws,
each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part.
Capitalization
Our authorized capital stock consists of 800,000,000 shares of stock, consisting of:
•
•
Common Stock
600,000,000 shares of common stock, par value $.01 per share (“Common Stock”) and
200,000,000 shares of preferred stock, par value $.01 per share (“Preferred Stock”).
Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. A majority of the votes cast is
required for all actions to be taken by stockholders, except with respect to contested director elections, which requires a plurality of the votes cast. Holders of
Common Stock do not have cumulative voting rights in the election of directors and have no preemptive, subscription, redemption, sinking fund or conversion
rights. Subject to preferences that may be applicable to holders of any outstanding shares of any Preferred Stock, holders of Common Stock are entitled to such
dividends as may be declared by the Company’s Board of Directors (the “Board”) out of funds legally available therefor. Upon any liquidation, dissolution or
winding-up of the Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of Common Stock at that time
outstanding, subject to prior distribution rights of creditors of the Company and to the preferential rights of any outstanding shares of Preferred Stock.
Our Common Stock is listed on the New York Stock Exchange under the symbol “TUP.”
Preferred Stock
Our Board is authorized, subject to any limitations prescribed by law, without further action by our stockholders, to fix the rights, preferences, privileges and
restrictions of up to an aggregate of 200,000,000 shares of Preferred Stock in one or more series and authorize their issuance. These rights, preferences and
privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any
series or the designation of such series. Any issuance of our Preferred Stock could adversely affect the voting power of holders of our Common Stock and the
likelihood that such holders would receive dividend payments and payments upon liquidation. In addition, the issuance of Preferred Stock could have the effect of
delaying, deferring or preventing a change of control or other corporate action.
Anti-Takeover Effects of Certain Provisions
Certain provisions of the Delaware General Corporation Law (“DGCL”), our Certificate of Incorporation and By-laws summarized in the paragraphs above
and in the following paragraphs may have an anti-takeover effect and could make the following transactions difficult: acquisition by means of a tender offer;
acquisition by means of a proxy contest or otherwise; or removal of incumbent officers and directors. It is possible that these provisions could make it more
difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in the best interests of the Company,
including transactions that might result in a premium over the market price for shares of Common Stock.
Special Stockholder Meetings
Unless otherwise permitted by statute, our By-laws vest the power to call special meetings of stockholders in the Board, pursuant to a resolution adopted by a
majority of the total number of directors which the Company would have if there were no vacancies. The By-Laws do not give stockholders the right to call a
special meeting.
No Stockholder Action by Written Consent
Under our Certificate of Incorporation and By-Laws, no action may be taken by the stockholders of the Company without a meeting, and no consents in lieu of
a meeting may be taken pursuant to Section 228 of the DGCL.
Requirements for Advance Notification of Stockholder Nominations and Proposals
Under our By-laws, to be properly brought before an annual meeting of stockholders, any stockholder proposal or nomination for election to the Board must
be delivered to the Company’s Secretary not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting;
provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from the one-year
anniversary date of the previous year’s annual meeting, a stockholder’s written notice must be delivered not earlier than the 120th day prior to such annual meeting
and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement
of the date of such meeting is first made by the Company. Such stockholder’s notice must contain information specified in our By-laws as to the director nominee
or proposal of other business, information about the stockholder making the nomination or proposal and the beneficial owner, if any, on behalf of whom the
nomination or proposal is made.
Delaware Anti-Takeover Statute
We are subject to Section 203 of the DGCL. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with
an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
•
•
•
prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in
the stockholder becoming an interested stockholder;
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of
shares outstanding (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee
participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the
interested stockholder.
Section 203 defines a business combination to include:
•
•
•
•
any merger or consolidation involving the corporation and the interested stockholder;
any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested
stockholder; and
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the
corporation.
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the
corporation or any entity or person affiliated with or controlling or controlled by the entity or person.
The following subsidiaries are wholly-owned by the registrant or another subsidiary of the Registrant.
Active Subsidiaries
Subsidiary Information System
As of: March 12, 2020
Exhibit 21
Academia de Negocios S/C Ltda.
Administradora Dart, S. de R.L. de C.V.
Armand Dupree, Inc.
Avroy Shlain Cosmetics (Botswana) (Pty) Ltd.
Avroy Shlain Cosmetics (Namibia) (Pty) Ltd.
Avroy Shlain Cosmetics (Pty) Ltd.
BBVA Bancomer Trust
BC International Cosmetic & Image Services, Inc.
BeautiControl Cosmeticos Do Brasil Ltda.
BeautiControl, Inc.
Beauty Products, Inc.
CAV Sui Centro de Apoio de Vendas de Produtos
Centro de Distribuicao Mineira de Produtos de Plastico Ltda.
Centro de Distribuicao RS Ltda
Centro Oeste Distribuidora de Produtos Plasticos Ltda.
CH Laboratories Pty Ltd
Corcovado-Plast Distribuidora de Artigos Domesticos Ltda.
Cosmetic Manufacturers Pty. Ltd.
Dart de Venezuela, C.A.
Dart do Brasil Industria e Comercio Ltda.
Dart Financial Services, Ltd.
Dart Industries (New Zealand) Limited
Dart Industries Hong Kong Limited
Dart Industries Inc.
Dart Manufacturing India Pvt. Ltd.
Dart S.A. de C.V.
Dartco Manufacturing Inc.
Deerfield Cinque Terre, LLC
Deerfield Crosslands, LLC
Deerfield Land Corporation
Diecraft Australia Pty. Ltd.
Distribuidora Baiana de Produtos Plasticos Ltda
Distribuidora Comercial Nordeste de Produtos Plasticos Ltda.
Distribuidora Comercial Paulista de Plasticos Ltda.
Distribuidora Esplanada de Produtos Plasticos Ltda
FC Mexican Consulting, S.de R.L. de C.V.
Fuller Beauty Cosmetics de Mexico, S.de R.L. de C.V.
Fuller Beauty Cosmetics S. de RL de CV
Fuller Beauty Cosmetics Trainee, S.de R.L. de C.V.
Fuller Cosmetics Venda Direta de Cosmeticos Ltda.
Fuller Cosmetics S. A de C.V.
House of Fuller S de RL de CV
lnmobiliaria Meck-Mex SA de CV
International Investor, Inc.
Inversiones TWPT, C.A.
Latin America Investments,Inc.
Newco Logistica e Participacoes Ltda.
NM Holdings (New Zealand)
NuMet Holdings Pty. Ltd.
Nutrimetics Australia Pty. Ltd.
Nutrimetics France SAS
Nutri-Metics Holding France SASU
Nutri-metics International (Greece) A.E.
Active Subsidiaries
Subsidiary Information System
As of: March 12, 2020
Exhibit 21
Nutrimetics International (NZ) Limited
Nuvo Cosmeticos S.A.
Osceola Corporate Center Master Owners' Association,Inc.
Premiere Brands International C.V.
Premiere Brands International Cooperatief U.A.
Premiere Brands International LLC
Premiere Brands LLC
Premiere Products Brands of Canada, Ltd.
Premiere Products, Inc.
Premiere Servicios de Administracion S.de R.L.
Probemex S.A. de C.V.
PT Cahaya Prestasi Indonesia
PT Tupperware Indonesia
Servicios Administrativos Fuller, S. de R.L. de C.V.
Tupperware (China) Company Limited
Tupperware (Portugal) Artigos Domesicos Limitada, Sucursal en Espana
Tupperware (Portugal) Artigos Domesticos, Unipessoal, Lda.
Tupperware (Suisse) SA
Tupperware Asia Pacific Holdings Private Limited
Tupperware Australia Pty, Ltd.
Tupperware Bangladesh Private Limited
Tupperware Belgium N.V.
Tupperware Brands (Thailand) Limited
Tupperware Brands Americas B.V.
Tupperware Brands Argentina S.A.
Tupperware Brands Asia Pacific Pte. Ltd.
Tupperware Brands Corporation
Tupperware Brands Financing B.V.
Tupperware Brands Foundation
Tupperware Brands Japan Ltd.
Tupperware Brands Korea Ltd.
Tupperware Brands Latin America Holdings, LLC
Tupperware Brands Malaysia Sdn. Bhd.
Tupperware Brands Mexico, S. de R.L. de C.V.
Tupperware Brands Philippines, Inc.
Tupperware Bulgaria Ltd.
Tupperware Colombia S.A.S.
Tupperware Czech Republic, spol. s.r.o.
Tupperware d.o.o.
Tupperware de El Salvador, S.A. de C.V.
Tupperware de Guatemala, S.A.
Tupperware Del Ecuador Cia. Ltda.
Tupperware Deutschland GmbH
Tupperware Distributors, Inc.
Tupperware East Asia, LLC
Tupperware Eastern Europe s.r.l.
Tupperware Egypt Ltd
Tupperware Europe, Africa and Middle East Sarl
Tupperware Finance Company B. V.
Tupperware Finance Holding Company B.V.
Tupperware France S.A.
Tupperware General Services N.V.
Tupperware Global Center SARL
Tupperware Hellas S.A.I.C.
Tupperware HK Procurement Limited
Active Subsidiaries
Subsidiary Information System
As of: March 12, 2020
Exhibit 21
Tupperware Holdings South Africa (Pty) Ltd
Tupperware Home Parties, LLC
Tupperware Honduras, S. de R.L.
Tupperware Hungary Kft.
Tupperware Iberica S.A.
Tupperware India Private Limited
Tupperware International Capital Limited
Tupperware International Holdings Corporation
Tupperware Israel Ltd.
Tupperware Italia S.p.A.
Tupperware Kazakhstan Limited Liability Partnership
Tupperware Morocco
Tupperware Nederland B.V.
Tupperware Nederland B.V. Amsterdam
Tupperware New Zealand Staff Superannuation Plan
Tupperware Nordic A/S
Tupperware Osterreich G.m.b.H.
Tupperware Panama, S.A.
Tupperware Polska Sp.z.o.o.
Tupperware Products S.A.
Tupperware Products, Inc.
Tupperware Products, Inc. Wilmington
Tupperware Services, Inc.
Tupperware Singapore Pte. Ltd.
Tupperware Southern Africa (Proprietary) Limited
Tupperware Trading Services (Shenzhen) Co., Ltd.
Tupperware Turkey, Inc. Istanbul Turkiye Subesi
Tupperware U.S., Inc.
Tupperware Ukraine, LLC
Tupperware United Kingdom & Ireland Limited
Tupperware Vietnam LLC
Tupperware Industria Lusitana de Artigos Domesticos, Limitada
Tupperware LLC
TWP S.A.
Uniao Norte Distribuidora de Produtos Plasticos Ltda
Uniao Sul Comercial
All subsidiaries listed above are included in the consolidated financial statements of the Registrant as consolidated subsidiaries, except for subsidiaries owned 50%
or less.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-231780, 333-213329, 333-170305, 333-137276, 333-
137275 and 333-04869) of Tupperware Brands Corporation of our report dated March 12, 2020 relating to the financial statements, financial statement schedule
and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
Exhibit 23
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Certified Public Accountants
Orlando, Florida
March 12, 2020
POWERS OF ATTORNEY
EXHIBIT 24
THE UNDERSIGNED DIRECTORS of Tupperware Brands Corporation, a Delaware corporation, (the "Corporation"), hereby
constitute and appoint Karen M. Sheehan and Cassandra Harris, true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign the Annual
Report on Form 10-K of the Corporation for its fiscal year ended December 28, 2019, and any and all amendments thereto, and to file or
cause to be filed the same, together with any and all exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents and substitutes, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hand and seal this 19th day of February, 2020.
Susan M. Cameron /s/
Catherine A. Bertini /s/
Kriss Cloninger III /s/
Meg Crofton /s/
Aedhmar Hynes /s/
Angel R. Martinez /s/
Richard T. Riley /s/
Joyce M. Roché /s/
M. Anne Szostak /s/
Exhibit 31.1
I, Christopher D. O'Leary, certify that:
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Tupperware Brands Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.
Date: March 12, 2020
/s/ Christopher D. O'Leary
Christopher D. O'Leary
Interim Chief Executive Officer
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
Exhibit 31.2
I, Cassandra Harris, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Tupperware Brands Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.
Date: March 12, 2020
/s/ Cassandra Harris
Cassandra Harris
Executive Vice President and Chief Financial Officer
Form of Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
Exhibit 32.1
I, Christopher D. O'Leary, the interim chief executive officer of Tupperware Brands Corporation, certify that, to the best of my knowledge, (i) the Form 10-K
for the year ended December 28, 2019 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the
information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Tupperware Brands
Corporation.
A signed original of this written statement required by Section 906 has been provided to Tupperware Brands Corporation and will be retained by Tupperware
Brands Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Date: March 12, 2020
/s/ Christopher D. O'Leary
Christopher D. O'Leary
Interim Chief Executive Officer
Form of Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
Exhibit 32.2
I, Cassandra Harris, the chief financial officer of Tupperware Brands Corporation, certify that, to the best of my knowledge, (i) the Form 10-K for the year
ended December 28, 2019 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained
in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Tupperware Brands Corporation.
A signed original of this written statement required by Section 906 has been provided to Tupperware Brands Corporation and will be retained by Tupperware
Brands Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Date: March 12, 2020
/s/ Cassandra Harris
Cassandra Harris
Executive Vice President and Chief Financial Officer